UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 27, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 1-4121
DEERE & COMPANY
(Exact name of registrant as specified in its charter)
Delaware(State or other jurisdiction of incorporation or organization)
36-2382580(IRS Employer Identification No.)
One John Deere Place
Moline, Illinois 61265
(Address of principal executive offices, zip code)
Registrant’s Telephone Number, including area code: (309) 765-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols
Name of each exchange on which registered
Common stock, $1 par value
DE
New York Stock Exchange
6.55% Debentures Due 2028
DE28
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
At July 27, 2025, 270,329,392 shares of common stock, $1 par value, of the registrant were outstanding.
PART I. FINANCIAL INFORMATION
Item 1.FINANCIAL STATEMENTS
STATEMENTS OF CONSOLIDATED INCOME
For the Three and Nine Months Ended July 27, 2025 and July 28, 2024
(In millions of dollars and shares except per share amounts) Unaudited
Three Months Ended
Nine Months Ended
2025
2024
Net Sales and Revenues
Net sales
$
10,357
11,387
28,338
35,484
Finance and interest income
1,426
1,461
4,233
4,207
Other income
235
304
719
881
Total
12,018
13,152
33,290
40,572
Costs and Expenses
Cost of sales
7,570
7,848
20,215
24,205
Research and development expenses
556
567
1,631
1,664
Selling, administrative and general expenses
1,217
1,278
3,387
3,608
Interest expense
794
840
2,408
2,478
Other operating expenses
281
264
817
930
10,418
10,797
28,458
32,885
Income of Consolidated Group before Income Taxes
1,600
2,355
4,832
7,687
Provision for income taxes
339
625
905
1,845
Income of Consolidated Group
1,261
1,730
3,927
5,842
Equity in income of unconsolidated affiliates
10
1
11
4
Net Income
1,271
1,731
3,938
5,846
Less: Net loss attributable to noncontrolling interests
(18)
(3)
(24)
(9)
Net Income Attributable to Deere & Company
1,289
1,734
3,962
5,855
Per Share Data
Basic
4.76
6.32
14.61
21.13
Diluted
4.75
6.29
14.57
21.04
Dividends declared
1.62
1.47
4.86
4.41
Dividends paid
4.71
4.29
Average Shares Outstanding
270.7
274.5
271.1
277.1
271.4
275.6
271.9
278.2
See Condensed Notes to Interim Consolidated Financial Statements.
2
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(In millions of dollars) Unaudited
Other Comprehensive Income (Loss), Net of Income Taxes
Retirement benefits adjustment
(22)
(21)
(17)
(129)
Cumulative translation adjustment
311
(170)
611
(113)
Unrealized gain (loss) on derivatives
8
(29)
(1)
(36)
Unrealized gain on debt securities
3
23
12
24
300
(197)
605
(254)
Comprehensive Income
1,571
1,534
4,543
5,592
Less: Comprehensive loss attributable to noncontrolling interests
(16)
(8)
Comprehensive Income Attributable to Deere & Company
1,587
1,537
4,561
5,600
CONDENSED CONSOLIDATED BALANCE SHEETS
July 27
October 27
July 28
Assets
Cash and cash equivalents
8,580
7,324
7,004
Marketable securities
1,407
1,154
1,140
Trade accounts and notes receivable – net
6,103
5,326
7,469
Financing receivables – net
43,930
44,309
43,896
Financing receivables securitized – net
7,948
8,723
8,274
Other receivables
2,826
2,545
2,270
Equipment on operating leases – net
7,512
7,451
7,118
Inventories
7,713
7,093
7,696
Property and equipment – net
7,580
7,092
Goodwill
4,209
3,959
3,960
Other intangible assets – net
926
999
1,030
Retirement benefits
3,182
2,921
3,126
Deferred income taxes
2,209
2,086
1,898
Other assets
3,559
2,906
2,903
Assets held for sale
2,944
2,965
Total Assets
107,817
107,320
107,841
Liabilities and Stockholders’ Equity
Liabilities
Short-term borrowings
14,607
13,533
15,294
Short-term securitization borrowings
7,610
8,431
7,869
Accounts payable and accrued expenses
13,582
14,543
14,397
489
478
481
Long-term borrowings
44,429
43,229
42,692
Retirement benefits and other liabilities
1,836
2,354
2,156
Liabilities held for sale
1,827
1,803
Total liabilities
82,553
84,395
84,692
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest
84
82
Stockholders’ Equity
Common stock, $1 par value (issued shares at July 27, 2025 – 536,431,204)
5,620
5,489
5,441
Common stock in treasury
(36,361)
(35,349)
(34,570)
Retained earnings
59,023
56,402
55,559
Accumulated other comprehensive income (loss)
(3,107)
(3,706)
(3,368)
Total Deere & Company stockholders’ equity
25,175
22,836
23,062
Noncontrolling interests
5
7
Total stockholders’ equity
25,180
22,843
23,065
Total Liabilities and Stockholders’ Equity
STATEMENTS OF CONSOLIDATED CASH FLOWS
For the Nine Months Ended July 27, 2025 and July 28, 2024
Cash Flows from Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
258
222
Provision for depreciation and amortization
1,668
1,598
Impairments and other adjustments
29
53
Share-based compensation expense
104
159
Credit for deferred income taxes
(102)
(125)
Changes in assets and liabilities:
Receivables related to sales
(494)
(2,446)
(526)
234
(717)
(1,015)
Accrued income taxes payable/receivable
(147)
31
(813)
(246)
Other
266
(172)
Net cash provided by operating activities
3,464
4,139
Cash Flows from Investing Activities
Collections of receivables (excluding receivables related to sales)
19,712
19,143
Proceeds from maturities and sales of marketable securities
359
333
Proceeds from sales of equipment on operating leases
1,408
1,451
Cost of receivables acquired (excluding receivables related to sales)
(18,962)
(21,113)
Acquisitions of businesses, net of cash acquired
(89)
Purchases of marketable securities
(598)
(572)
Purchases of property and equipment
(852)
(1,043)
Cost of equipment on operating leases acquired
(2,009)
(2,165)
Collections of receivables from unconsolidated affiliates
334
Collateral on derivatives – net
127
390
(231)
(95)
Net cash used for investing activities
(801)
(3,671)
Cash Flows from Financing Activities
Net payments in short-term borrowings (original maturities three months or less)
(2,060)
(992)
Proceeds from borrowings issued (original maturities greater than three months)
10,707
15,512
Payments of borrowings (original maturities greater than three months)
(7,743)
(10,792)
Repurchases of common stock
(1,136)
(3,227)
(1,282)
(1,202)
(43)
(88)
Net cash used for financing activities
(1,557)
(789)
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash
108
(6)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash
1,214
(327)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
7,633
7,620
Cash, Cash Equivalents, and Restricted Cash at End of Period
8,847
7,293
Components of Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash (Assets held for sale)
Restricted cash (Other assets)
267
181
Total Cash, Cash Equivalents, and Restricted Cash
STATEMENTS OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY
Total Stockholders’ Equity
Deere & Company Stockholders
Accumulated
Redeemable
Stockholders’
Common
Treasury
Retained
Comprehensive
Noncontrolling
Equity
Stock
Earnings
Income (Loss)
Interests
Interest
Three Months Ended July 28, 2024
Balance April 28, 2024
22,688
5,391
(33,764)
54,228
(3,171)
98
Net income (loss)
Other comprehensive loss
(812)
Treasury shares reissued
6
(404)
(403)
Noncontrolling interest redemption (Note 21)
(10)
Share based awards and other
50
Balance July 28, 2024
Nine Months Ended July 28, 2024
Balance October 29, 2023
21,789
5,303
(31,335)
50,931
(3,114)
97
5,856
Other comprehensive income (loss)
(3,257)
22
(1,223)
(1,221)
(2)
132
138
Three Months Ended July 27, 2025
Balance April 27, 2025
24,295
5,565
(36,064)
58,191
(3,405)
83
1,290
(19)
Other comprehensive income
298
(301)
(439)
33
55
(4)
18
Balance July 27, 2025
Nine Months Ended July 27, 2025
Balance October 27, 2024
3,963
(25)
599
(1,047)
35
(1,320)
107
131
21
Condensed Notes to Interim Consolidated Financial Statements (Unaudited)
(1) Organization and Consolidation
Deere & Company has been developing innovative solutions to help its customers become more profitable for more than 185 years. References to “Deere & Company,” “John Deere,” “we,” “us,” or “our” include our consolidated subsidiaries. We manage our business through the following operating segments: production and precision agriculture (PPA), small agriculture and turf (SAT), construction and forestry (CF), and financial services (John Deere Financial or FS). References to “agriculture and turf” include both PPA and SAT.
We use a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The third quarter ends for fiscal years 2025 and 2024 were July 27, 2025 and July 28, 2024, respectively. Both quarters contained 13 weeks, while both year-to-date periods contained 39 weeks. Fiscal year 2025 will contain 53 weeks, with the additional week occurring in the fourth quarter. Unless otherwise stated, references to particular years, quarters, or months refer to our fiscal years generally ending in October and the associated periods in those fiscal years.
All amounts are presented in millions of dollars unless otherwise specified. Certain prior period amounts have been reclassified to conform to current period presentation.
Variable Interest Entity
We have a 50% ownership interest in Banco John Deere S.A. (BJD), an equity method investment that finances retail and wholesale loans for agricultural, construction, and forestry equipment in Brazil. This investment was established in February 2025 through the sale of 50% ownership of a former subsidiary (see Note 20). BJD is a variable interest entity (VIE) as we provide funding and are exposed to losses that are disproportionate to our voting rights. However, we are not the primary beneficiary of the VIE because the power over significant activities, including the strategic plan, budget, credit policies, and funding guidelines, is shared among equity holders through an equally represented board of directors.
Financial results of BJD are reported in “Equity in income of unconsolidated affiliates.” The related investment in unconsolidated affiliates is included in “Other assets” on the condensed consolidated balance sheets, while short-term and long-term funding is recorded in receivables from unconsolidated affiliates and included in “Other receivables.”
Our carrying value of receivables from and investments in BJD and maximum exposure to loss at July 27, 2025 follows:
Receivables from unconsolidated affiliates – "Other receivables"
516
Investments in unconsolidated affiliates – "Other assets"
395
Carrying value of assets related to VIE
911
Guarantees
153
Maximum exposure to loss
1,064
Guarantees primarily include BJD debt related to government funding that existed prior to the deconsolidation of BJD, and no contractual liability is recorded by us on our condensed consolidated balance sheets. The maximum exposure to loss is not an indication of our expected loss exposure.
(2) Summary of Significant Accounting Policies and New Accounting PROnouncements
Quarterly Financial Statements
The interim consolidated financial statements of Deere & Company have been prepared by us, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted as permitted by such rules and regulations. All normal recurring adjustments have been included. Management believes the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. It is suggested these interim consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto appearing in our latest Annual Report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.
Use of Estimates in Financial Statements
Certain accounting policies require management to make estimates and assumptions in determining the amounts reflected in the financial statements and related disclosures. Actual results could differ from those estimates.
New Accounting Pronouncements Adopted
We closely monitor all Accounting Standard Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) and other authoritative guidance. We adopted the following standards in 2025, none of which had a material effect on our consolidated financial statements.
No. 2023-05 — Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement
No. 2022-03 — Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions
Accounting Pronouncements to be Adopted
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on short-term receivables from sales transactions. The ASU will be effective for us beginning with our interim reporting for fiscal year 2027, with early adoption permitted. We are assessing the effect of this update on our financial results.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosures about specific expense categories presented on the face of the income statement. In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), which clarifies the effective date of ASU 2024-03. The ASU will be effective for us beginning with our annual reporting for fiscal year 2028 and interim periods thereafter. We are assessing the effect of ASU 2024-03 on our related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and cash taxes paid both in the U.S. and foreign jurisdictions. The ASU will be effective for us beginning with our annual reporting for fiscal year 2026. We are assessing the effect of this update on our related disclosures.
We will also adopt the following standards in future periods, none of which are expected to have a material effect on our consolidated financial statements.
No. 2024-04 — Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments
No. 2023-07 — Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
No. 2023-06 — Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative
(3) Revenue Recognition
Our net sales and revenues by primary geographic market, major product line, and timing of revenue recognition follow:
PPA
SAT
CF
FS
Primary geographic markets:
United States
1,684
1,687
1,100
6,008
Canada
335
148
190
895
Western Europe
677
757
550
45
2,029
Central Europe and CIS
301
130
103
536
Latin America
1,055
124
252
28
1,459
Asia, Africa, Oceania, and Middle East
332
393
313
1,091
4,384
3,089
3,127
1,418
Major product lines:
Production agriculture
4,183
Small agriculture
2,189
Turf
760
Construction
1,207
Compact construction
491
Roadbuilding
1,013
Forestry
292
Financial products
66
37
1,544
135
101
Revenue recognized:
At a point in time
4,270
3,032
3,085
36
10,423
Over time
114
57
42
1,382
1,595
5,752
4,112
4,517
3,257
17,638
1,345
380
531
549
2,805
1,566
1,776
1,391
4,865
607
268
261
9
1,145
2,765
320
165
849
1,086
814
161
2,910
12,884
7,942
8,191
4,273
12,321
5,387
2,180
3,159
1,358
2,558
772
177
95
60
4,605
386
280
284
950
12,575
7,789
8,080
99
28,543
309
111
4,174
4,747
2,839
1,824
1,967
1,076
7,706
207
183
191
1,070
522
542
432
64
1,560
201
70
106
389
841
125
305
94
1,365
350
360
52
1,062
5,242
3,128
3,293
1,489
5,038
2,168
825
1,308
643
961
269
65
139
102
345
5,143
3,084
3,269
11,531
44
1,454
1,621
9,441
5,011
6,563
3,041
24,056
1,475
492
635
538
3,140
1,747
1,263
144
4,838
655
223
291
1,197
2,510
326
346
4,077
1,199
1,074
829
162
3,264
16,964
8,873
10,476
4,259
16,336
5,984
2,491
4,528
1,964
2,804
832
164
91
43
4,557
464
307
16,707
8,753
10,395
35,952
257
120
81
4,162
4,620
We invoice in advance of recognizing the revenue of certain products and services. These relate to extended warranty premiums, advance payments for future equipment sales, and subscription and service revenue related to precision guidance, telematic services, and other information-enabled solutions. These advanced customer payments are presented as deferred revenue, a contract liability, in “Accounts payable and accrued expenses.” The deferred revenue received, but not recognized in revenue was $2,100, $1,923, and $1,895 at July 27, 2025, October 27, 2024, and July 28, 2024, respectively. The contract liability is reduced as the revenue is recognized. Revenue recognized from deferred revenue that was recorded as a contract liability at the beginning of the fiscal year was $125 and $126 during the three months and $498 and $484 during the nine months ended July 27, 2025 and July 28, 2024, respectively.
The amount of unsatisfied performance obligations for contracts with an original duration greater than one year was $1,823 at July 27, 2025. The estimated revenue to be recognized by fiscal year follows: remainder of 2025 – $182, 2026 – $504, 2027 – $425, 2028 – $302, 2029 – $190, 2030 – $140, and later years – $80. As permitted, we elected only to disclose remaining performance obligations with an original contract duration greater than one year. The contracts with an expected duration of one year or less are for sales to dealers and retail customers for equipment, service parts, repair services, and certain telematics services.
(4) Other Comprehensive Income Items
The after-tax components of accumulated other comprehensive income (loss) follow:
(1,291)
(1,274)
(974)
(1,681)
(2,286)
(2,264)
(73)
(72)
(44)
Unrealized gain (loss) on debt securities
(62)
(74)
(86)
The following tables reflect amounts recorded in other comprehensive income (loss), as well as reclassifications out of other comprehensive income (loss).
Before
Tax
After
(Expense)
Amount
Credit
Unrealized gain (loss) on interest rate derivatives:
Unrealized hedging gain (loss)
Reclassification of realized (gain) loss to Interest expense
Net unrealized gain (loss) on derivatives
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)
Reclassification of realized (gain) loss to Other income
Net unrealized gain (loss) on debt securities
Retirement benefits adjustment:
Net actuarial gain (loss)
(40)
(30)
Reclassification to Other operating expenses through amortization of:
Actuarial (gain) loss
(12)
Prior service (credit) cost
Settlements/curtailment
13
Net unrealized gain (loss) on retirement benefits adjustment
Total other comprehensive income (loss)
296
(5)
15
(28)
(37)
26
20
16
(23)
604
(15)
(14)
Settlements
(206)
(114)
(49)
(39)
(46)
17
25
(145)
(110)
(54)
14
(171)
(306)
(5) Earnings Per Share
A reconciliation of basic and diluted net income per share attributable to Deere & Company follows in millions, except per share amounts:
Net income attributable to Deere & Company
Average shares outstanding
Basic per share
Effect of dilutive stock options and unvested restricted stock units
.7
1.1
.8
Total potential shares outstanding
Diluted per share
Shares excluded from EPS calculation, as antidilutive
.2
.4
.3
(6) Pension and Other Postretirement Benefits
We have several funded and unfunded defined benefit pension plans and other postretirement benefit (OPEB) plans. These plans cover U.S. employees and certain foreign employees. The components of net periodic pension and OPEB (benefit) cost consisted of the following:
Pensions:
Service cost
56
171
Interest cost
136
388
410
Expected return on plan assets
(256)
(241)
(754)
(723)
Amortization of actuarial gain
(13)
Amortization of prior service cost
Net benefit
(38)
(135)
(124)
OPEB:
39
117
(27)
(83)
(81)
(11)
(33)
(41)
Amortization of prior service credit
Net cost
19
The components of net periodic pension and OPEB (benefit) cost excluding the service cost component are included in the line item “Other operating expenses.”
During the first nine months of 2025, we contributed and expect to contribute the following amounts to our pension and OPEB plans:
Pensions
OPEB
Contributed
79
638
Expected contributions remainder of the year
(7) Segment DATA
Information relating to operations by operating segment follows:
%
Change
Net sales and revenues
PPA net sales
5,099
-16
12,571
16,529
-24
SAT net sales
3,025
3,053
-1
7,767
8,663
-10
CF net sales
3,059
3,235
-5
8,000
10,292
-22
FS revenues
Other revenues
243
276
-12
679
-18
Total net sales and revenues
-9
Operating profit
580
1,162
-50
2,066
3,857
-46
485
496
-2
1,182
1,393
-15
237
448
-47
681
1,682
-60
+39
740
657
+13
Total operating profit
1,568
2,297
-32
4,669
7,589
-38
Reconciling items
62
-3
198
+78
Income taxes
(339)
(625)
(905)
(1,845)
-51
-26
Intersegment sales and revenues:
126
178
-29
548
-37
Operating profit for PPA, SAT, and CF is income from continuing operations before corporate expenses, certain external interest expenses, certain foreign exchange gains and losses, and income taxes. Operating profit of financial services includes the effect of interest expense and foreign exchange gains and losses. Reconciling items to net income are primarily corporate expenses, certain interest income and expenses, certain foreign exchange gains and losses, pension and OPEB benefit (cost) amounts excluding the service cost component, and net income attributable to noncontrolling interests.
Identifiable operating assets were as follows:
8,902
8,696
8,750
4,008
4,130
4,079
7,846
7,137
7,129
71,722
73,612
74,981
Corporate
15,339
13,745
12,902
Total assets
(8) Financing Receivables
We monitor the credit quality of financing receivables based on delinquency status, defined as follows:
The credit quality and aging analysis of retail notes, financing leases, and revolving charge accounts (collectively, retail customer receivables) by year of origination was as follows:
July 27, 2025
2023
2022
2021
PriorYears
Revolving Charge Accounts
Retail customer receivables:
Agriculture and turf
Current
8,633
9,774
6,044
3,554
1,669
483
4,632
34,789
30-59 days past due
47
92
34
306
60-89 days past due
90+ days past due
Non-performing
116
41
397
Construction and forestry
2,288
2,304
1,236
592
195
6,755
72
77
96
88
48
286
Total retail customer receivables
11,074
12,545
7,646
4,348
555
4,824
42,959
Write-offs for the nine months ended July 27, 2025:
179
30
76
255
October 27, 2024
2020
14,394
8,305
5,191
2,833
992
253
4,465
36,433
27
40
282
288
3,100
1,841
458
6,724
54
145
74
67
32
248
17,704
10,562
6,513
3,430
1,147
324
4,654
44,334
Write-offs for the twelve months ended October 27, 2024:
87
38
71
July 28, 2024
10,349
9,686
5,849
3,286
1,276
394
4,409
35,249
90
256
134
85
59
2,261
2,067
1,249
583
147
6,478
156
246
12,748
12,193
7,387
4,033
1,486
486
4,583
42,916
Write-offs for the nine months ended July 28, 2024:
75
193
The credit quality and aging analysis of wholesale receivables was as follows:
Wholesale receivables:
7,617
7,568
8,160
30+ days past due
1,559
Total wholesale receivables
9,177
8,927
9,473
An analysis of the allowance for credit losses and investment in financing receivables follows:
Retail Notes
Revolving
& Financing
Charge
Wholesale
Leases
Accounts
Receivables
Allowance:
Beginning of period balance
Provision
49
Write-offs
(98)
Recoveries
End of period balance
219
229
245
(153)
(255)
Financing receivables:
38,135
52,136
230
109
Provision reversal for assets held for sale
Provision subtotal
46
(45)
(91)
Translation adjustments
209
172
197
(112)
(193)
(7)
38,333
52,389
The allowance for credit losses remained relatively flat in the third quarter of 2025 and increased in the first nine months of 2025, primarily due to higher expected losses on agriculture and turf customer accounts as a result of elevated delinquencies and a decline in market conditions.
In the third quarter of 2024, the financial services business in Brazil met the held for sale criteria. The receivables in Brazil were reclassified to “Assets held for sale.” The associated allowance for credit losses was reversed and a valuation allowance for the assets held for sale was recorded (see Note 21). These operations were deconsolidated in the second quarter of 2025 (see Note 20).
Modifications
We occasionally grant contractual modifications to customers experiencing financial difficulties. Before offering a modification, we evaluate the ability of the customer to meet the modified payment terms. Modifications offered include payment deferrals, term extensions, or a combination thereof. Finance charges continue to accrue during the deferral or extension period with the exception of modifications related to bankruptcy proceedings. Our allowance for credit losses incorporates historical loss information, including the effects of loan modifications with customers. Therefore, additional adjustments to the allowance are generally not recorded upon modification of a loan.
The ending amortized cost of financing receivables modified with borrowers experiencing financial difficulty was as follows:
Modified financing receivables
115
Percentage of financing receivables portfolio
0.09%
0.04%
0.22%
0.13%
For the nine months ended July 27, 2025, the financial effects of payment deferrals with borrowers experiencing financial difficulty resulted in a weighted average payment deferral of 7 months to the modified contracts. Term extensions provided to borrowers experiencing financial difficulty added a weighted average of 11 months to the modified contracts. Additionally, modifications with a combination of both payment deferrals and term extensions resulted in a weighted average payment deferral of 5 months and a weighted average term extension of 8 months.
We continue to monitor the performance of financing receivables that are modified with borrowers experiencing financial difficulty. The ending amortized cost and performance of financing receivables modified during the prior twelve months ended July 27, 2025 and July 28, 2024 were as follows:
2024*
142
* In accordance with the adoption date of the accounting modification guidance, this period includes receivables modified during the prior nine months.
Defaults and subsequent write-offs of loans modified in the prior twelve months were not significant during the three months and the nine months ended July 27, 2025. In addition, at July 27, 2025, commitments to provide additional financing to these customers were not significant.
(9) Securitization of Financing Receivables
Our funding strategy includes receivable securitizations, which allows us to receive cash for financing receivables immediately. While these securitization programs are administered in various forms, they are accomplished in the following basic steps:
As part of step 1, these receivables are legally isolated from the claims of our general creditors. This ensures cash receipts from the financing receivables are accessible to pay back securitization program investors. The structure of these transactions does not meet the accounting criteria for a sale of receivables. As a result, they are accounted for as secured borrowings. The receivables and borrowings remain on our balance sheet and are separately reported as “Financing receivables securitized – net” and “Short-term securitization borrowings,” respectively.
The components of securitization programs were as follows:
Financing receivables securitized (retail notes)
7,996
8,770
8,313
Allowance for credit losses
(48)
(47)
Other assets (primarily restricted cash)
175
187
Total restricted securitized assets
8,123
8,910
8,452
Accrued interest on borrowings
Total liabilities related to restricted securitized assets
7,621
8,445
7,883
(10) Inventories
A majority of inventories owned by us are valued at cost on the “last-in, first-out” (LIFO) basis. If all inventories valued on a LIFO basis had been valued on a “first-in, first-out” (FIFO) basis, the estimated inventories by major classification would have been as follows:
Raw materials and supplies
3,350
3,486
3,586
Work-in-process
1,139
988
Finished goods and parts
6,088
5,364
5,689
Total FIFO value
10,577
9,780
10,263
Excess of FIFO over LIFO
2,864
2,687
2,567
(11) Goodwill and Other Intangible Assets – Net
The changes in amounts of goodwill by operating segments were as follows:
Goodwill at October 29, 2023
702
363
2,835
3,900
Goodwill at July 28, 2024
701
365
2,894
Goodwill at October 27, 2024
2,893
Acquisitions (Note 20)
184
206
Goodwill at July 27, 2025
749
371
The components of other intangible assets were as follows:
Customer lists and relationships
508
507
Technology, patents, trademarks, and other
1,526
1,423
1,413
Total at cost
2,012
1,931
1,920
Less accumulated amortization:
(222)
(831)
(701)
(668)
Total accumulated amortization
(1,086)
(932)
(890)
The amortization of other intangible assets in the third quarter and the first nine months of 2025 was $31 and $110, and for the third quarter and the first nine months of 2024 was $41 and $124, respectively. The estimated amortization expense for the next five years is as follows: remainder of 2025 – $40, 2026 – $133, 2027 – $127, 2028 – $90, 2029 – $75, and 2030 – $71.
(12) Short-Term Borrowings
Short-term borrowings were as follows:
Commercial paper
5,322
5,572
Notes payable to banks
694
377
418
Finance lease obligations due within one year
Long-term borrowings due within one year
8,550
9,115
9,273
(13) Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
Accounts payable:
Trade payables
2,718
2,698
2,580
Dividends payable
443
405
407
Operating lease liabilities
285
270
Deposits withheld from dealers and merchants
137
152
151
Payables to unconsolidated affiliates
215
204
173
Accrued expenses:
Employee benefits
1,356
1,925
1,802
Accrued taxes
1,331
1,509
1,497
Product warranties
1,273
1,513
Dealer sales discounts
659
996
846
Extended warranty premium
1,226
1,179
1,129
Derivative liabilities
517
582
Unearned revenue (contractual liability)
874
744
766
Unearned operating lease revenue
495
480
Accrued interest
474
455
Parts return liability
423
420
404
1,077
1,327
Amounts are presented net of eliminations, which primarily consist of dealer sales incentives with a right of set-off against trade receivables of $2,268 at July 27, 2025, $2,121 at October 27, 2024, and $2,535 at July 28, 2024. Other eliminations were made for accrued taxes and other accrued expenses.
(14) Long-Term Borrowings
Long-term borrowings consisted of:
Underwritten term debt
U.S. dollar notes and debentures:
6.55% debentures due 2028
200
5.375% notes due 2029
500
3.10% notes due 2030
700
8.10% debentures due 2030
250
7.125% notes due 2031
5.45% notes due 2035
1,250
3.90% notes due 2042
2.875% notes due 2049
3.75% notes due 2050
850
5.70% notes due 2055
750
Euro notes:
1.85% notes due 2028 (€600 principal)
705
650
651
2.20% notes due 2032 (€600 principal)
1.65% notes due 2039 (€650 principal)
764
704
Serial issuances
Medium-term notes
35,428
36,566
36,057
Other notes and finance lease obligations
438
265
232
Less debt issuance costs and debt discounts
(161)
(156)
(154)
Medium-term notes due through 2034 are primarily offered by prospectus and issued at fixed and variable rates. The principal balances of the medium-term notes were $35,699, $37,141, and $36,716, at July 27, 2025, October 27, 2024, and July 28, 2024, respectively. All outstanding notes and debentures are senior unsecured borrowings and rank equally with each other.
(15) Leases – Lessor
We lease equipment manufactured or sold by us through John Deere Financial. Sales-type and direct financing leases are reported in “Financing receivables – net.” Operating leases are reported in “Equipment on operating leases – net.”
Lease revenues earned by us follow:
Sales-type and direct finance lease revenues
141
Operating lease revenues
374
358
1,039
Variable lease revenues
Total lease revenues
425
412
1,242
1,193
(16) Commitments and Contingencies
A standard warranty is provided as assurance that the equipment will function as intended. The standard warranty period varies by product and region. At the time a sale is recognized, we record an estimate of future warranty costs based on historical claims rate experience and estimated population under warranty.
The reconciliation of the changes in the warranty liability follows:
1,297
1,610
Warranty claims paid
(336)
(325)
(954)
(959)
New product warranty accruals
303
786
871
Foreign exchange
The costs for extended warranty programs are recognized as incurred.
In certain international markets, we provide guarantees to banks for the retail financing of John Deere equipment. As of July 27, 2025, the notional value of these guarantees was $130. We may repossess the equipment collateralizing the receivables. At July 27, 2025, the accrued losses under these agreements were not material. We also had guarantees to a VIE (see Note 1) totaling $153 as of July 27, 2025.
We also had other miscellaneous contingent liabilities and guarantees totaling approximately $125 at July 27, 2025. The accrued liability for these contingencies was $25 at July 27, 2025.
At July 27, 2025, we had commitments of approximately $630 for the construction and acquisition of property and equipment. Also, at July 27, 2025, we had restricted assets of $331, classified as “Other assets,” which includes restricted cash primarily related to securitization of financing receivables (see Note 9) and cash that is legally restricted as to withdrawal or usage.
We are subject to various unresolved legal actions. The accrued losses on these matters were not material at July 27, 2025. We believe the reasonably possible range of losses, if any, for these unresolved legal actions would not have a material effect on our consolidated financial statements. The most prevalent legal claims relate to product liability (including asbestos-related liability), antitrust matters (including class action litigation), employment, patent, and trademark.
(17) FAIR VALUE MEASUREMENTS
The fair values of financial instruments that do not approximate the carrying values are presented in the table below. Long-term borrowings exclude finance lease liabilities.
CarryingValue
FairValue
44,036
44,336
43,713
7,928
8,654
8,139
Receivables from unconsolidated affiliates
515
7,637
8,453
7,872
8,556
9,079
9,190
44,358
44,034
43,157
42,804
42,617
42,076
Fair value measurements above were Level 3 for receivables and Level 2 for all borrowings.
Fair values of the financing receivables and receivables from unconsolidated affiliates that were issued long-term were based on the discounted values of their related cash flows at interest rates currently being offered by us for similar financing receivables or at current market interest rates. The fair values of the remaining receivables approximated the carrying amounts. In May 2025 and May 2024, we acquired held-to-maturity marketable securities that mature in less than one year. The carrying value of the held-to-maturity marketable securities was $62 and $12 as of July 27, 2025 and July 28, 2024, respectively, which approximated fair values.
Fair values of long-term borrowings and short-term securitization borrowings were based on current market quotes for identical or similar borrowings and credit risk, or on the discounted values of their related cash flows at current market interest rates. Certain long-term borrowings have been swapped to current variable interest rates. The carrying values of these long-term borrowings include adjustments related to fair value hedges.
Assets and liabilities measured at fair value on a recurring basis follow, excluding our cash equivalents, which were carried at a cost that approximates fair value and consisted of money market funds and time deposits.
Level 1:
Marketable securities:
U.S. government debt securities
239
413
Total Level 1 marketable securities
Level 2:
International fixed income fund
Corporate debt securities
477
220
International debt securities
143
Mortgage-backed securities
154
Municipal debt securities
69
112
110
Total Level 2 marketable securities
1,116
915
715
Other assets – Derivatives
370
357
361
Accounts payable and accrued expenses – Derivatives
Level 3:
Accounts payable and accrued expenses – Deferred consideration
121
The mortgage-backed securities are primarily issued by U.S. government-sponsored enterprises.
The contractual maturities of available-for-sale debt securities at July 27, 2025 follow:
Amortized
Fair
Cost
Value
Due in one year or less
Due after one through five years
382
375
Due after five through 10 years
463
Due after 10 years
211
Debt securities
1,417
1,338
Actual maturities may differ from contractual maturities because some securities may be called or prepaid. Mortgage-backed securities contain prepayment provisions and are not categorized by contractual maturity.
Fair value, nonrecurring Level 3 measurements from impairments and other adjustments were as follows:
Fair Value
Losses (Gains)
2025*
(32)
* The gain on “Assets held for sale” recorded in the first quarter of 2025 represents a reversal of prior period valuation allowance loss, not in excess of cumulative valuation allowance recorded on “Assets held for sale.”
The following is a description of the valuation methodologies we use to measure certain financial instruments on the balance sheets at fair value:
Marketable securities – The portfolio of investments is valued on a market approach (matrix pricing model) in which all significant inputs are observable or can be derived from or corroborated by observable market data such as interest rates, yield curves, volatilities, credit risk, and prepayment speeds. Funds are valued using the fund’s net asset value, based on the fair value of the underlying securities. International debt securities are valued using quoted prices for identical assets in inactive markets.
Derivatives – Our derivative financial instruments consist of interest rate contracts (swaps), foreign currency exchange contracts (futures, forwards, and swaps), and cross-currency interest rate contracts (swaps). The portfolio is valued based on an income approach (discounted cash flow) using market observable inputs, including swap curves and both forward and spot exchange rates for currencies.
Deferred consideration – The total purchase price consideration for three former Deere-Hitachi joint venture factories acquired in 2022 included supply agreement price increases beyond inflation adjustments. This deferred consideration will be paid as we purchase Deere-branded excavators, components, and service parts from Hitachi under the agreement with a duration that ranges from 5 to 30 years after the acquisition date. The deferred consideration balance is reduced as purchases are made and valued on a discounted cash flow approach using market rates.
Property and equipment – net – The valuations were based on the cost approach. The inputs include reproduction cost estimates adjusted for physical deterioration and functional obsolescence (see Note 21).
Other intangible assets – net – The impairment of customer relationships and tradename of our external overseas battery operations was measured using an income approach (see Note 21).
Other assets (Investments in unconsolidated affiliates) – Other than temporary impairments of investments are measured as the difference between the implied fair value and the carrying value of the investments. The estimated fair value for privately held entities is determined by an income approach (discounted cash flows), which includes inputs such as interest rates and margins.
Assets held for sale – The disposal group was measured at the lower of the carrying amount or fair value less cost to sell. Fair value was based on the probable sale price. The inputs included estimates of the final sale price (see Note 21).
(18) Derivative Instruments
Fair values of our derivative instruments and the associated notional amounts are presented below. Assets are recorded in “Other assets,” while liabilities are recorded in “Accounts payable and accrued expenses.”
Notional
Cash flow hedges:
Interest rate contracts
2,475
2,875
3,475
Fair value hedges:
13,753
15,864
467
15,165
119
Cross-currency interest rate contracts
975
Net investment hedges:
1,131
Not designated as hedging instruments:
15,170
12,518
13,656
Foreign exchange contracts
7,533
7,529
158
The amounts recorded in the consolidated balance sheets related to borrowings designated in fair value hedging relationships are presented in the table below. Fair value hedging adjustments are included in the carrying amount of the hedged item. The carrying amount of the hedged item and formerly hedged item includes long-term borrowings of $598 at October 27, 2024 and July 28, 2024, that were in active hedging relationships and also had discontinued hedging relationships.
Active Hedging Relationships
Discontinued Hedging Relationships
Carrying Amount
Cumulative Fair Value
Carrying Amount of
of Hedged Item
Hedging Amount
Formerly Hedged Item
2,252
14,497
(141)
10,396
(130)
287
1,782
16,125
(347)
8,626
(228)
1,458
15,386
(394)
8,414
(264)
The classification and gains (losses), including accrued interest expense, related to derivative instruments on the statements of consolidated income consisted of the following:
Interest rate contracts – Interest expense
373
Recognized in OCI:
Interest rate contracts – OCI (pretax)
Reclassified from OCI:
(26)
Not designated as hedges:
Foreign exchange contracts – Net sales
Foreign exchange contracts – Cost of sales
Foreign exchange contracts – Other operating expenses
(79)
(118)
Total not designated
(90)
(101)
In April 2025, we entered into a cross-currency interest rate swap as a designated net investment hedge to reduce the foreign currency exposure from investments in foreign subsidiaries. Changes in fair value of the derivative attributable to changes in the spot rate are recorded in “Cumulative translation adjustment” within “Other comprehensive income” (OCI) to offset changes in the value of the net investments being hedged. Effectiveness is assessed using the spot method. The periodic cash settlement of the pay-fixed rate, receive-fixed rate cross-currency swap is recorded in “Interest expense.”
Certain of our derivative agreements contain credit support provisions that may require us to post collateral based on the size of the net liability positions and credit ratings. The aggregate fair value of all derivatives with credit-risk-related contingent features that were in a net liability position at July 27, 2025, October 27, 2024, and July 28, 2024, was $465, $562, and $566, respectively. In accordance with the limits established in these agreements, we posted $122, $245, and $269 of cash collateral at July 27, 2025, October 27, 2024, and July 28, 2024, respectively. In addition, we paid $8 of collateral that was outstanding at July 27, 2025, October 27, 2024, and July 28, 2024 to participate in an international futures market to hedge currency exposure, not included in the table below.
Derivatives are recorded without offsetting for netting arrangements or collateral. The impact on the derivative assets and liabilities related to netting arrangements and collateral follows:
Gross Amounts
Netting
Recognized
Arrangements
Collateral
Net Amount
(157)
210
(122)
238
(142)
194
(269)
(19) Share-Based Awards
We are authorized to grant shares for equity incentive awards. The outstanding shares authorized were 13.7 million at July 27, 2025. During the nine months ended July 27, 2025, we granted stock options to employees for the purchase of 169 thousand shares of common stock at a weighted-average exercise price of $448.18 per share and a weighted-average binomial lattice model fair value of $116.35 per share at the grant date. At July 27, 2025, options for 1.1 million shares were outstanding with a weighted-average exercise price of $317.80 per share.
During the nine months ended July 27, 2025, the restricted stock units (RSUs) granted in thousands of shares and the weighted-average grant date fair values, using the closing price of our common stock on the grant date in dollars, follow:
Grant-Date
Shares
(per share)
Service-based
308
448.68
Performance/service-based
429.77
Market/service-based (fair value determined using a Monte Carlo model)
591.13
(20) AcQUISITIONs AND Disposition
Acquisitions
In 2025, we acquired businesses to advance the capabilities of our existing technology offerings, providing customers with a more comprehensive set of tools to generate and use data to make decisions that improve profitability, efficiency, and sustainability. The combined cost of these acquisitions was $89, net of cash acquired. The businesses were assigned to the PPA and CF segments. Most of the purchase price for these acquisitions was allocated to goodwill and intangible assets.
Disposition
In February 2025, we completed a transaction with Banco Bradesco S.A. (Bradesco), for Bradesco to invest and become a 50% owner of our wholly-owned subsidiary in Brazil, BJD. Bradesco contributed capital directly to BJD. The transaction resulted in the deconsolidation of BJD in the second quarter of 2025. BJD finances retail and wholesale loans for agricultural, construction, and forestry equipment and was included in our financial services segment. BJD was a part of our Brazil operations which is considered an integrated single foreign entity.
We retained a 50% equity interest in BJD, which was valued at the deconsolidation date at $362 based on the completed transaction with Bradesco and its amount of contributed capital. We are accounting for our investment in BJD using the equity method of accounting and results of its operations are reported in “Equity in income of unconsolidated affiliates.” The related investment in unconsolidated affiliates and receivables from unconsolidated affiliates are reported in “Other assets” and “Other receivables,” respectively, on the condensed consolidated balance sheets.
The major classes of the total assets and liabilities of BJD at the time of deconsolidation were as follows:
February
2,787
Other miscellaneous assets
Valuation allowance
(65)
3,007
1,241
1,861
Total intercompany payables
781
At the time of deconsolidation in February 2025, the additional gain or loss was not significant. BJD was reclassified as held for sale in the third quarter of 2024.
Statements of Consolidated Cash Flows – Our noncash transactions as a result of BJD deconsolidation in February 2025 include the following items: derecognition of the above total assets (excluding cash and cash equivalents) and total liabilities, and the recognition of the investment in unconsolidated affiliates and receivables from unconsolidated affiliates (BJD intercompany payables above). The decrease in cash and cash equivalents resulting from deconsolidation of BJD was recorded in investing activities – “Other” in the statements of consolidated cash flows.
(21) Special ItemS
Impairment
In the third quarter of 2025, we recorded a non-cash charge of $61 pretax ($49 after-tax), primarily related to the trade name and customer relationship assets of our external overseas battery operations. Of this amount, $53 was recorded in “Selling, administrative and general expenses” and $8 in “Cost of sales.” The impairment resulted from slowing external demand for batteries, which indicated that it is probable future cash flows would not cover the carrying value of the assets (see Note 17).
Discrete Tax Items
In the first quarter of 2025, we recorded favorable net discrete tax items primarily due to tax benefits of $110 related to the realization of foreign net operating losses from the consolidation of certain subsidiaries and $53 from an adjustment to an uncertain tax position of a foreign subsidiary.
Banco John Deere S.A.
In February 2025, we completed the transaction with Bradesco (see Note 20) for the sale of 50% ownership in BJD. BJD was included in our financial services segment and was reclassified as held for sale in the third quarter of 2024. In the first quarter of 2025, a pretax and after-tax gain (reversal of previous losses) of $32 was recorded in “Selling, administrative and general expenses” and presented in “Impairments and other adjustments” in the statements of consolidated income and consolidated cash flows, respectively.
Employee-Separation Programs
In the third quarter of 2024, we implemented employee-separation programs for our salaried workforce in several geographic areas, including the United States, Europe, Asia, and Latin America. The programs’ main purpose was to help meet our strategic priorities while reducing overlap and redundancy in roles and responsibilities. The programs were largely involuntary in nature with the expense recorded when management committed to a plan, the plan was communicated to the employees, and the employees were not required to provide service beyond the legal notification period. For the limited voluntary employee-separation programs, the expense was recorded in the period in which the employee irrevocably accepted a separation offer.
The programs’ total pretax expenses recorded in the third quarter of 2024 were $124. Payments made during the third quarter of 2024 with respect to these program expenses totaled $30. The expenses for the three months and nine months ended July 28, 2024 were recorded as follows:
Employee-Separation Programs:
Total operating profit decrease
Non-operating profit expenses*
* Relates primarily to corporate expenses.
In the third quarter of 2024, we reclassified the BJD business as held for sale, including a reversal of $38 in allowance for credit losses, and the establishment of a $53 valuation allowance on the assets held for sale presented in “Impairments and other adjustments” in the statements of consolidated cash flows. The net impact of these entries was a pretax and after-tax loss of $15 recorded in “Selling, administrative and general expenses.”
Redeemable Noncontrolling Interest
In the third quarter of 2024, we exercised our right to purchase the remaining 20 percent interest in SurePoint Ag Systems, Inc. The arrangement was accounted for as an equity transaction with no gain or loss recorded in the statements of consolidated income.
Summary of 2025 and 2024 Special Items
The following table summarizes the operating profit impact of the special items recorded for the three months and nine months ended July 27, 2025 and July 28, 2024.
2025 Expense (benefit):
61
BJD measurement
Total expense (benefit)
2024 Expense:
Employee-separation programs
Total expense
Period over period change
(34)
(56)
(106)
(22) Subsequent Event
On August 27, 2025, a quarterly dividend of $1.62 per share was declared at the Board of Directors meeting, payable on November 10, 2025, to stockholders of record on September 30, 2025.
Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
All amounts are presented in millions of dollars unless otherwise specified.
Overview
Organization
Deere & Company is a global leader in the production of agricultural, turf, construction, and forestry equipment and solutions. John Deere Financial provides financing for John Deere equipment, parts, services, and other input costs customers need to run their operations. Our operations are managed through the production and precision agriculture (PPA), small agriculture and turf (SAT), construction and forestry (CF), and financial services operating segments. References to “equipment operations” include PPA, SAT, and CF, while references to “agriculture and turf” include both PPA and SAT.
Trends and Economic Conditions
Industry Sales Outlook for Fiscal Year 2025
Agriculture and Turf
Construction and Forestry
Company Trends
Customers seek to improve profitability, productivity, and sustainability through integrating technology into their operations. Deeper integration of technology into equipment is a persistent market trend. These technologies are incorporated into products within each of our operating segments. We expect this trend to persist for the foreseeable future. Our Smart Industrial Operating Model and Leap Ambitions are intended to capitalize on this market trend. Engaged acres are an indicator we use to understand customer utilization of our technology. We remain focused on a Solutions as a Service business model to increase technology adoption and utilization by our customers. Solutions as a Service products did not represent a significant percentage of our revenues in the periods presented.
Company Outlook for 2025
Agriculture and turf and construction equipment sales volumes for fiscal 2025 are expected to be lower than the prior year due to reduced demand.
Agriculture and Turf Outlook for 2025
Construction and Forestry Outlook for 2025
Financial Services Outlook for 2025
Up
+ Prior and current period special items
Favorable
+ Selling, administrative and general expenses
(–) Financing spreads
Unfavorable
Additional Trends
Agricultural Market Business Cycle. The agricultural market is affected by various factors including commodity prices, acreage planted, crop yields, government policies, and uncertainty in macroeconomic trends. These factors affect farmers’ income and sentiment which may result in lower demand for equipment. In 2025, we expect to continue experiencing the following effects due to unfavorable market conditions: lower sales volumes, higher sales incentives, and elevated receivable write-offs and expected credit losses.
Global Trade Policies. During 2025, new tariffs were imposed in the U.S. for imports from a broad range of countries and materials. Certain countries also implemented or proposed retaliatory tariffs on imports from the U.S. and barriers to trade. Trade policies are rapidly evolving causing uncertainty in the agriculture and construction industries.
Trade policies impact us in various ways. We are a net exporter of agriculture and turf equipment from the U.S. Nearly 80% of our domestic sales are assembled in the U.S., with the remaining products imported primarily from Europe, Mexico, India, and Japan. During 2025, incremental import tariffs have adversely affected the cost of our products and components and may continue to do so. In addition, retaliatory tariffs by regions outside the U.S., currently in effect or adopted in the future, may impact the prices of our exported products and the profit realized from these exports. The direct impact of incremental tariffs incurred by us in the first nine months of 2025 was approximately $300, excluding the impact of tariffs on our suppliers and market demand. On August 18, 2025, the scope of steel and aluminum derivative duties was expanded to include additional Harmonized Tariff Schedule codes. The updated tariff coverage is expected to further increase the cost of our products and components. We are actively taking steps to mitigate, to the extent possible, potential impacts on our business.
Interest Rates. Interest rates in the U.S. and Brazil have remained elevated in 2025. Higher rates and volatility in rates impact us in several ways, primarily affecting the demand for our products and financing spreads for the financial services operations. The markets for our agriculture, turf, and construction products are negatively impacted by elevated interest rates and their effect on borrowing costs for our customers.
Changes in the agricultural market business cycle, global trade policies, and interest rates are driven by factors outside of our control, and as a result we cannot reasonably foresee when these conditions will fully subside.
Tax Legislation – In July, the U.S. government enacted new tax legislation as part of the One Big Beautiful Bill Act of 2025. The legislation has multiple effective dates, beginning in 2025 and continuing through 2027. It did not have a material impact on our financial statements and is not expected to affect the current fiscal year materially.
Legal Proceeding – On January 15, 2025, the Federal Trade Commission (FTC), along with the Attorneys General of the States of Illinois and Minnesota filed a lawsuit against us in the United States District Court for the Northern District of Illinois Western Division. The Attorneys General of the States of Arizona, Michigan, and Wisconsin joined the lawsuit. The lawsuit alleges monopolization and unfair competition in violation of the federal and state antitrust laws. Plaintiffs seek a permanent injunction and other equitable relief to allow owners of our equipment, as well as independent repair providers, access to our repair tools and any other repair resources available to authorized John Deere dealers. At this stage, we are unable to estimate the potential impact on our business.
Other Items of Concern and Uncertainties – Other items that could impact our results are:
Consolidated Results – 2025 Compared with 2024
Deere & Company
(In millions of dollars, except per share amounts)
Diluted earnings per share
Net sales and revenues decreased for both the quarter and year-to-date periods primarily due to lower sales volumes. Net income and diluted EPS decreased in the third quarter primarily due to lower sales volumes, higher tariffs, and unfavorable price realization. Results for the first nine months were also affected by lower production costs, driven by reduced material costs, and favorable discrete tax items (see Note 21). The discussion of net sales and operating profit is included in the Business Segment Results below.
An explanation of the cost of sales to net sales ratio and other significant statements of consolidated income changes follows:
Cost of sales to net sales
73.1%
68.9%
71.3%
68.2%
(–) Tariffs
(–) Lower volumes
+ Material costs
Increased due to higher tariffs and higher overhead costs from production inefficiencies associated with lower volumes, partially offset by reduced material costs and lower employee profit-sharing incentives.
-23
Lower for both periods primarily due to a decrease in revenues from certain licenses and credit enhancement recoveries in the prior period. Additionally, the first nine months were impacted by reduced investment income.
Largely unchanged due to continued focus on developing and incorporating technology solutions.
-6
Decreased for both periods due to lower employee profit-sharing incentives and the favorable impact from Banco John Deere S.A. (BJD) deconsolidation (see Note 21). Additionally, the quarter had lower provision for credit losses.
Decreased for both periods primarily due to lower average borrowings and lower average borrowing rates.
+6
Increased for the three months ended due to higher depreciation of equipment on operating leases. Decreased for the first nine months due to lower foreign currency exchange losses and higher pension benefits (see Note 6).
Decreased for both periods as a result of lower pretax income. Additionally, the nine months ended was impacted by the favorable impact of discrete tax adjustments (see Note 21).
Business Segment Results – 2025 Compared with 2024
The equipment operations segment results were impacted by incremental tariffs in 2025. The cost of additional tariffs was included in the “Production costs” and “Other” categories below.
Production and Precision Agriculture
Operating margin
13.6%
22.8%
16.4%
23.3%
Price realization
Currency translation impact on Net sales
Production and precision agriculture sales decreased for the quarter as a result of lower U.S. shipment volumes driven mainly by higher interest rates, global uncertainty, and used inventory levels. Increased shipment volumes in Brazil and Europe partially offset this decrease. Price realization was unfavorable for the quarter due to incremental incentive programs deployed to address used inventory levels in North America. Operating profit decreased primarily due to lower shipment volumes / sales mix.
Production & Precision Agriculture Operating Profit
Third Quarter 2025 Compared to Third Quarter 2024
Sales for the first nine months decreased as a result of lower shipment volumes (primarily in the U.S. and Europe) driven by higher interest rates and used inventory levels. Operating profit for the first nine months decreased due to lower shipment volumes / sales mix.
First Nine Months 2025 Compared to First Nine Months 2024
Small Agriculture and Turf
16.0%
16.2%
15.2%
16.1%
+1
Small agriculture and turf sales decreased for the quarter as a result of lower shipment volumes (primarily in the U.S., offset by Europe and India) driven mainly by economic uncertainties and higher interest rates, partially offset by favorable currency translation and price realization in the U.S. and Canada. Operating profit decreased due to higher tariffs, partially offset by favorable factors including reductions in warranty expenses and lower production costs from lower material costs.
Small Agriculture & Turf Operating Profit
Sales for the first nine months decreased as a result of lower shipment volumes (primarily in the U.S.) driven mainly by economic uncertainties and higher interest rates. Operating profit for the first nine months decreased primarily as a result of lower shipment volumes / sales mix, partially offset by decreased production costs driven by lower material costs and price realization.
7.7%
13.8%
8.5%
16.3%
Construction and forestry sales decreased for the quarter due to unfavorable price realization in the U.S. due to incremental incentive programs deployed to address pressures from the competitive environment. Operating profit decreased primarily due to unfavorable price realization and higher tariffs. These factors were partially offset by favorable product mix.
Construction & Forestry Operating Profit
Sales for the first nine months decreased due to lower shipment volumes (primarily in the U.S.) and unfavorable price realization in the U.S. due to pressures from the competitive environment. Operating profit decreased primarily due to lower shipment volumes / sales mix and unfavorable price realization.
Financial Services
Revenue (including intercompany)
1,667
-7
4,618
4,807
-4
720
812
-11
2,206
205
+34
597
523
+14
The average balance of receivables and leases financed was 6% lower in the third quarter of 2025 and 5% lower in the first nine months of 2025 compared with the same periods last year, primarily due to the deconsolidation of BJD. Revenue decreased for both periods as a result of a lower average portfolio.
Financial services net income for the quarter was higher due to a lower provision for credit losses and prior year special items (see Note 21). Net income for the nine month period was higher due to benefits from special items (see Note 21) and lower selling, administrative, and general expenses, partially offset by lower financing spreads and a higher provision for credit losses.
Critical Accounting Estimates
See our critical accounting estimates discussed in the Management’s Discussion and Analysis of the most recently filed Annual Report on Form 10-K. There have been no material changes to these policies.
Capital Resources and Liquidity – 2025 Compared with 2024
We have access to global markets at a reasonable cost. Sources of liquidity include:
We closely monitor our cash requirements. Based on the available sources of liquidity, we expect to meet our funding needs in the short term (next 12 months) and long term (beyond 12 months). We are forecasting lower operating cash flows from equipment operations in 2025 compared with 2024 driven by a decrease in net income adjusted for non-cash provisions.
We operate in multiple industries, which have unique funding requirements. The equipment operations are capital intensive. Historically, these operations have been subject to seasonal variations in financing requirements for inventories and receivables from dealers.
The financial services operations rely on their ability to raise substantial amounts of funds to finance their receivable and lease portfolio. In the second quarter of 2025, the BJD business was deconsolidated (see Note 20). BJD assets and liabilities were reclassified to held for sale in the third quarter of 2024 and maintained that classification until the deconsolidation; they are not included within balances of any of the periods presented.
Key metrics are provided in the following table:
Cash, cash equivalents, and marketable securities
9,987
8,478
8,144
Ratio to prior 12 month’s net sales
16%
12%
15%
Ratio to prior 12 month’s cost of sales
29%
23%
Unused credit lines
6,150
6,474
4,917
Financial Services:
Ratio of interest-bearing debt to stockholder’s equity
8.6 to 1
8.1 to 1
8.5 to 1
The decrease in unused credit lines during the first nine months of 2025 relates to an increase in commercial paper outstanding, partially offset by an increase in bank lines of credit. The increase in unused credit lines compared to a year ago was due to an increase in bank lines of credit and a small decrease in commercial paper outstanding.
There have been no material changes to the contractual obligations and other cash requirements identified in our most recently filed Annual Report on Form 10-K.
Cash Flows
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash inflows from consolidated operating activities in the first nine months of 2025 were $3,464. This resulted mainly from net income adjusted for non-cash provisions, partially offset by an OPEB contribution, a decrease in accrued employee profit-sharing incentives, an increase in inventories, and an increase in receivables related to sales. Cash outflows from investing activities were $801 in the first nine months of this year. The primary drivers were purchases of property and equipment and growth in equipment on operating leases, partially offset by collections of receivables (excluding receivables related to sales) exceeding the cost of receivables acquired. Cash outflows from financing activities were $1,557 in the first nine months of 2025, as cash returned to shareholders was partially offset by higher external borrowings. Cash returned to shareholders was $2,418 in the first nine months of 2025. Cash, cash equivalents, and restricted cash increased $1,214 during the first nine months of 2025.
Key Metrics and Balance Sheet Changes
Trade Accounts and Notes Receivable. Trade accounts and notes receivable arise from sales of goods to customers. Trade receivables increased $777 during the first nine months of 2025, primarily due to a seasonal increase. These receivables decreased $1,366 compared to a year ago due to lower sales volumes. The percentage of total worldwide trade receivables outstanding for periods exceeding 12 months was 3% at July 27, 2025, 6% at October 27, 2024, and 3% at July 28, 2024.
Financing Receivables and Equipment on Operating Leases. Financing receivables and equipment on operating leases consist of retail notes originated in connection with financing of new and used equipment, operating leases, revolving charge accounts, sales-type and direct financing leases, and wholesale notes. Financing receivables and equipment on operating leases decreased $1,093 during the first nine months of 2025 and increased $102 in the past 12 months. The decrease during the first nine months of 2025 was due to lower retail customer receivables. Total acquisition volumes of financing receivables and equipment on operating leases were 15% lower in the first nine months of 2025, compared with the same period last year excluding BJD receivables, as volumes of wholesale notes, retail notes, financing leases, and operating leases were lower, while revolving charge accounts were slightly higher compared to the same period last year.
Inventories. Inventories increased by $620 during the first nine months of 2025 primarily due to a seasonal increase, and increased by $17 compared to a year ago. A majority of these inventories are valued at cost on the “last-in, first-out” (LIFO) method.
Property and Equipment. Property and equipment cash expenditures in the first nine months of 2025 were $852 compared with $1,043 in the same period last year. Capital expenditures in 2025 are estimated to be approximately $1,450.
Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses decreased by $961 in the first nine months of 2025, primarily due to a decrease in accrued expenses associated with employee benefits and dealer sales discounts. Accounts payable and accrued expenses decreased $815 compared to a year ago due to a decrease in accrued expenses associated with employee benefits, warranty liabilities, and dealer sales discounts.
Borrowings. Total external borrowings increased by $1,453 in the first nine months of 2025 and increased $791 compared to a year ago, which contributed to higher cash and cash equivalents.
John Deere Capital Corporation (Capital Corporation), a U.S. financial services subsidiary, has a revolving warehouse facility to utilize bank conduit facilities to securitize retail notes (see Note 9). The facility has an expiration in November 2025 and total capacity or “financing limit” of $2,500. At July 27, 2025, $1,783 of securitization borrowings were outstanding under the facility. At the end of the contractual revolving period, unless the banks and Capital Corporation agree to renew, Capital Corporation would liquidate the secured borrowings over time as payments on the retail notes are collected.
In the first nine months of 2025, the financial services operations issued $2,618 and retired $3,441 of retail note securitization borrowings, which are presented in “Net proceeds (payments) in short-term borrowings (original maturities three months or less).”
Lines of Credit. We have access to bank lines of credit with various banks throughout the world.
Worldwide lines of credit totaled $12.2 billion at July 27, 2025, consisting primarily of:
At July 27, 2025, $6,150 of these worldwide lines of credit were unused. For the purpose of computing unused credit lines, commercial paper and short-term bank borrowings were considered to constitute utilization. These credit agreements require Capital Corporation and other parts of our business to maintain certain performance metrics and liquidity targets. All requirements in the credit agreements have been met during the periods included in the financial statements.
Debt Ratings. To access public debt capital markets, we rely on credit rating agencies to assign short-term and long-term credit ratings to our debt securities as an indicator of credit quality for fixed income investors. A security rating is not a recommendation by the rating agency to buy, sell, or hold our securities. A credit rating agency may change or withdraw ratings based on its assessment of our current and future ability to meet interest and principal repayment obligations. Each agency’s rating should be evaluated independently of any other rating. Lower credit ratings generally result in higher borrowing costs, including costs of derivative transactions, reduced access to debt capital markets, and may adversely impact our liquidity. The senior long-term and short-term debt ratings and outlook currently assigned to unsecured company securities by the rating agencies engaged by us are as follows:
Senior
Long-Term
Short-Term
Outlook
Fitch Ratings
A+
F1
Stable
Moody’s Investors Service, Inc.
A1
Prime-1
Standard & Poor’s
A
A-1
FORWARD-LOOKING STATEMENTS
Certain statements contained herein, including in the section entitled “Overview,” “Trends and Economic Conditions,” and “Condensed Notes to Interim Consolidated Financial Statements” relating to future events, expectations, and trends constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and involve factors that are subject to change, assumptions, risks, and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties could affect all lines of our operations generally while others could more heavily affect a particular line of business.
Forward-looking statements are based on currently available information and current assumptions, expectations, and projections about future events and should not be relied upon. Except as required by law, we expressly disclaim any obligation to update or revise our forward-looking statements. Many factors, risks, and uncertainties could cause actual results to differ materially from these forward-looking statements. Among these factors are risks related to:
Further information concerning us and our businesses, including factors that could materially affect our financial results, is included in our other filings with the SEC (including, but not limited to, the factors discussed in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q). There also may be other factors that we cannot anticipate or that are not described herein because we do not currently perceive them to be material.
SUPPLEMENTAL CONSOLIDATING DATA
The supplemental consolidating data presented on the subsequent pages is presented for informational purposes. Equipment operations represent the enterprise without financial services. Equipment operations include production and precision agriculture operations, small agriculture and turf operations, construction and forestry operations, and other corporate assets, liabilities, revenues, and expenses not reflected within financial services. Transactions between the equipment operations and financial services have been eliminated to arrive at the consolidated financial statements.
Equipment operations and financial services participate in different industries. Equipment operations primarily generate earnings and cash flows by manufacturing and selling equipment, service parts, and technology solutions to dealers and retail customers. Financial services finance sales and leases by dealers of new and used equipment that is largely manufactured by equipment operations. Those earnings and cash flows generally are the difference between the finance income received from customer payments less interest expense, and depreciation on equipment subject to an operating lease. The two businesses are capitalized differently and have separate performance metrics. The supplemental consolidating data is also used by management due to these differences.
STATEMENTS OF INCOME
For the Three Months Ended July 27, 2025 and July 28, 2024
Unaudited
EQUIPMENT
FINANCIAL
OPERATIONS
SERVICES
ELIMINATIONS
CONSOLIDATED
133
155
1,433
(140)
1
(66)
2, 3, 4
10,680
11,788
(303)
7,578
7,855
4
962
318
(63)
Interest compensation to Financial Services
168
(168)
343
3, 4, 5
9,339
9,627
1,285
1,473
Income before Income Taxes
1,341
2,161
259
274
Income after Income Taxes
1,067
1,578
Equity in income (loss) of unconsolidated affiliates
1,066
1,084
1,581
1 Elimination of intercompany interest income and expense.
2 Elimination of equipment operations’ margin from inventory transferred to equipment on operating leases.
3 Elimination of income and expenses between equipment operations and financial services related to intercompany guarantees of investments in certain international markets.
4 Elimination of intercompany service revenues and fees.
5 Elimination of financial services’ lease depreciation expense related to inventory transferred to equipment on operating leases.
SUPPLEMENTAL CONSOLIDATING DATA (Continued)
351
441
4,268
4,466
(386)
(700)
732
341
(211)
(192)
29,269
36,657
(597)
(892)
20,239
24,226
2,761
2,844
632
771
314
(80)
(190)
510
(510)
1,045
1,018
(181)
(164)
25,172
29,634
3,883
4,143
4,097
7,023
735
664
752
1,700
3,345
5,323
519
3,341
3,365
5,332
CONDENSED BALANCE SHEETS
Oct 27
6,641
5,615
5,385
1,939
1,709
1,619
240
1,167
1,029
985
Receivables from Financial Services
3,649
3,043
3,951
(3,649)
(3,043)
(3,951)
6
1,335
1,257
1,150
7,064
6,225
8,890
(2,296)
(2,156)
(2,571)
7
78
43,846
44,231
43,814
7,947
8,721
8,272
2,013
2,193
1,821
867
427
494
(75)
7,680
7,546
7,058
3,092
3,047
80
8
2,471
2,262
2,192
(219)
(329)
9
2,357
2,194
2,236
1,211
675
42,411
39,205
39,765
(6,316)
(5,497)
(6,905)
461
983
14,146
12,622
14,311
8,429
7,868
Payables to Equipment Operations
12,795
13,534
13,880
3,146
3,243
3,141
(2,359)
(2,234)
(2,624)
434
402
263
8,789
6,603
6,592
35,640
36,626
36,100
1,767
2,250
2,048
105
23,734
23,924
64,664
66,158
67,673
7,454
7,308
(7,058)
(7,454)
(7,308)
10
Financial Services’ equity
Adjusted total stockholders’ equity
18,122
15,389
15,757
6 Elimination of receivables / payables between equipment operations and financial services.
7 Primarily reclassification of sales incentive accruals on receivables sold to financial services.
8 Reclassification of net pension assets / liabilities.
9 Reclassification of deferred tax assets / liabilities in the same taxing jurisdictions.
10 Elimination of financial services’ equity.
STATEMENTS OF CASH FLOWS
212
965
932
804
773
(107)
11
12
Distributed earnings of Financial Services
(1,066)
(250)
13
Provision (credit) for deferred income taxes
(242)
140
(76)
(428)
(2,552)
14, 16
(423)
391
(103)
15
(646)
(924)
16
(58)
(770)
123
(109)
182
11, 12, 15
3,338
5,702
1,899
1,754
(1,773)
(3,317)
20,178
19,826
(466)
(683)
14
277
(19,189)
(21,395)
227
(133)
(220)
(465)
(352)
(851)
(1,041)
(2,148)
(2,377)
Decrease in investment in Financial Services
17
Increase in trade and wholesale receivables
(807)
(3,255)
807
3,255
189
(928)
(580)
(5,445)
707
3,056
Net proceeds (payments) in short-term borrowings (original maturities three months or less)
294
(2,354)
(1,073)
Change in intercompany receivables/payables
(660)
558
660
(558)
2,188
8,519
15,397
(863)
(1,061)
(6,880)
(9,731)
Capital returned to Equipment Operations
(51)
Net cash provided by (used for) financing activities
(1,484)
(4,773)
(1,139)
3,723
1,022
(341)
192
5,643
5,755
1,990
1,865
6,665
5,414
2,182
1,879
11 Elimination of depreciation on leases related to inventory transferred to equipment on operating leases.
12 Reclassification of share-based compensation expense.
13 Elimination of dividends from financial services to the equipment operations, which are included in the equipment operations’ operating activities.
14 Primarily reclassification of receivables related to the sale of equipment.
15 Reclassification of direct lease agreements with retail customers.
16 Reclassification of sales incentive accruals on receivables sold to financial services.
17 Elimination of change in investment from equipment operations to financial services.
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See our most recently filed Annual Report on Form 10-K (Part II, Item 7A). There have been no material changes in this information.
Item 4.CONTROLS AND PROCEDURES
Our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) were effective as of July 27, 2025, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act. During the third quarter of 2025, there were no changes that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1.Legal Proceedings
On January 15, 2025, the Federal Trade Commission (FTC), along with the Attorneys General of the States of Illinois and Minnesota, filed a lawsuit against us in the United States District Court for the Northern District of Illinois Western Division. The Attorneys General of the States of Arizona, Michigan, and Wisconsin then joined the lawsuit. The lawsuit alleges monopolization and unfair competition in violation of federal and state antitrust laws. Plaintiffs seek a permanent injunction and other equitable relief to allow owners of our equipment, as well as independent repair providers, access to our repair tools and any other repair resources available to authorized John Deere dealers. On March 17, 2025, we filed a motion to dismiss the lawsuit, the FTC filed a response on April 28, 2025, and we filed a reply on May 28, 2025. A hearing was held on the motion to dismiss and the court denied the motion. We are in preliminary discussions with the FTC with respect to a potential resolution. At this stage we are unable to predict the outcome or impact of this matter on our business.
In addition to the above, the most prevalent legal claims relate to product liability (including asbestos-related liability), employment, patent, trademark, and antitrust matters (including class action litigation).
Item 1A.Risk Factors
There have been no material changes to the risk factors set forth in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended October 27, 2024, except as set forth below:
Legal proceedings, disputes and government inquiries and investigations could harm our business, financial condition, reputation, and brand.
We routinely are a party to claims and legal actions and the subject of government inquiries and investigations, the most prevalent of which relate to product liability (including asbestos-related liability), antitrust matters (including class action litigation), employment, patent, and trademark. For example, we were recently the subject of a previously disclosed Federal Trade Commission (FTC) investigation into our information security practices and statements, which was closed by the FTC without action. The defense of lawsuits and government inquiries and investigations has resulted and may result in expenditures of significant financial resources and the diversion of management’s time and attention away from business operations. Adverse decisions in one or more of these claims, actions, inquiries, or investigations could require us to pay substantial damages or fines, undertake service actions, initiate recall campaigns, or take other costly actions. It is therefore possible that legal judgments or investigations could give rise to expenses that are not covered, or not fully covered, by our insurance programs and could affect our financial position and results.
We are currently subject to a consolidated multidistrict class action lawsuit in the Northern District of Illinois alleging that we have engaged in attempted monopolization, exclusionary conduct, and restraint of the market for repair services for John Deere brand agricultural equipment by limiting repair resources only to our authorized technicians or independent authorized John Deere dealers. In addition, the FTC, along with the Attorneys General of the States of Arizona, Illinois, Michigan, Minnesota, and Wisconsin, filed a lawsuit against us in the United States District Court for the Northern District of Illinois Western Division alleging similar claims. We are currently unable to predict the outcome of these matters.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Purchases of our common stock during the third quarter of 2025 were as follows:
Total Number of
Shares Purchased as
Maximum Number of
Part of Publicly
Shares that May Yet Be
Announced Plans or
Purchased under the
Purchased (2)
Average Price
Programs (1)
Plans or Programs (1)
Period
(thousands)
Per Share
(millions)
Apr 28 to May 25
15.9
May 26 to Jun 22
272
519.79
271
15.6
Jun 23 to Jul 27
310
514.24
15.3
581
Item 3.Defaults Upon Senior Securities
None.
Item 4.Mine Safety Disclosures
Not applicable.
Item 5.Other Information
Director and Executive Officer Trading Arrangements
On May 21, 2025, Cory J. Reed, President, Worldwide Agriculture & Turf Division, Production Precision Ag, Sales & Marketing Regions of the Americas and Australia, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale of up to 12,000 shares of common stock resulting from the exercise of employee stock options. The plan expires on May 19, 2026.
On June 20, 2025, John C. May, Chairman and Chief Executive Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale of up to 52,578 shares of common stock resulting from the exercise of employee stock options. The plan expires on June 18, 2026.
Item 6.Exhibits
Certain instruments relating to long-term borrowings constituting less than 10% of the registrant’s total assets are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant will furnish copies of such instruments to the Commission upon request of the Commission.
3.1
Certificate of Incorporation (Exhibit 3.1 to Form 10-Q of registrant for the quarter ended July 28, 2019, Securities and Exchange Commission File Number 1-4121*)
3.2
Bylaws, as amended (Exhibit 3.2 to Form 10-Q of registrant for the quarter ended July 30, 2023, Securities and Exchange Commission File Number 1-4121*)
31.1
Rule 13a-14(a)/15d-14(a) Certification
31.2
Section 1350 Certifications (furnished herewith)
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
August 28, 2025
By:
/s/ Joshua A. Jepsen
Joshua A. JepsenSenior Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)