DE 10-K & 10-Q changes, risk factors and insider trading
Deere & Co. · NYSE · Farm Machinery & Equipment · CIK 315189 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “GEOPOLITICAL AND MACROECONOMIC RISKS”
New heading “We face risks associated with international, national, and regional trade laws, regulations, and policies that could materially impair our profitability.”
New heading “Our international operations expose us to risks and events beyond our control in countries in which we operate.”
New heading “OPERATIONAL AND MANUFACTURING RISKS”
New heading “Restructuring, rationalization, and relocation of manufacturing facilities may cause capacity constraints, inventory fluctuations, and other issues.”
New heading “Inability to accurately forecast customer demand for products and services, and to adequately manage inventory, could adversely affect our operating results.”
New heading “FINANCIAL RISKS”
New heading “The introduction of new products and technologies involves risk, and, from time to time, we may fail to realize their anticipated benefits.”
New heading “From time to time our equipment fails to perform as expected and we have experienced, and may in the future experience, warranty claims, post-sale repairs and recalls, and other consequences.”
New heading “Our business may be adversely affected by any disruptions caused by union activities.”
Removed heading “OPERATIONAL RISKS”
Removed heading “We may be unable to manage increasing political, economic, and social uncertainty in certain regions of the world, which could significantly change the dynamics of our competition, customer base, and product offerings globally.”
Removed heading “Unfavorable weather conditions or natural catastrophes that reduce agricultural production and demand for agriculture and turf equipment could directly and indirectly affect our business.”
Removed heading “Rationalization or restructuring of manufacturing facilities, and plant expansions and updates at our manufacturing facilities may cause capacity constraints, inventory fluctuations, and other issues.”
Removed heading “Our consolidated financial results are reported in U.S. dollars while certain assets and other reported items are denominated in foreign currencies, creating currency exchange and translation risk.”
Removed heading “If we are unable to remain competitive and relevant, including by delivering precision technology solutions to our customers, our business, results of operations, and financial condition could be adversely affected.”
Removed heading “We may be unable to accurately forecast customer demand for products and services, and to adequately manage inventory, which could adversely affect our operating results.”
Removed heading “Disputes with labor unions may adversely affect our ability to operate in our facilities as well as impact our financial results.”
Removed heading “We could be impacted by changes to or reallocation of radio frequency (RF) bands which could disrupt or degrade the reliability of our high precision augmented Global Positioning System (GPS) or other RF technology, which could impair our ability to develop and market GPS- and RF-based technology solutions, as well as significantly reduce agricultural and construction customers’ profitability.”
Removed heading “We may face risks associated with international, national, and regional trade laws, regulations, and policies, and government farm programs and policies which could significantly impair our profitability and growth prospects.”
Removed heading “Our business may suffer if our equipment fails to perform as expected.”
Largest changes
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 antitrust (including class action litigation), product liability (includingsee in full comparisonasbestos relatedasbestos-related liability), employment, patent,trademark,andantitrust matters.trademark. The defense of lawsuits and government inquiries and investigationshashave resulted andmaywill continue to 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, fines, or sanctions, undertake actions to modify our business model or services, 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.
These laws, regulations, and executive orders cover a variety of subjects, including advertising, anti-money laundering, antitrust, autonomy systems, consumer finance, environmental, climate-related, health and safety, foreign exchange controls and cash repatriation restrictions, foreign ownership and investment, import/export and trade, human rights, labor and employment, product liability reporting, cybersecurity, data privacy, encryption, artificial intelligence, telecommunications, and drones. Changes to existing laws, regulations, executive orders, and enforcement priorities, changes to how they are interpreted, or the implementation of new, more stringent laws, regulations, and executive orders, could adversely affect our business by increasing compliance costs, limiting our ability to offer a product or service, requiring changes to our business practices, or otherwise making our products and services less attractive to customers. Failure to comply with these laws, regulations, and executive orders could result in fines and penalties. For example, in the U.S., we could lose government contracts and be subject to penalties if we fail to comply with executive orders. In addition, we must comply with the U.S. Foreign Corrupt Practices Act (FCPA) and all applicable foreign anti-bribery and anti-corruption laws. These laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value to improperly influence government officials or private individuals for the purpose of obtaining or retaining a business advantage, regardless of whether those practices are culturally expected in a particular jurisdiction. Although we have a compliance program in place designed to reduce the likelihood of potential violations of these laws and regulations, our employees, contractors, or agents have violated, and in the future could violate such laws and regulations or our policies and procedures. Violations of these laws and regulations havesee in full comparisonresulted in,resulted, and could result in the future, in criminal or civil sanctions and may have a material adverse effect on our reputation, business, results of operations, and financial condition.In fiscal year 2024, we agreed to pay approximately $10.0 million to the Commission to resolve charges that the Company violated the FCPA arising out of improper payments by our wholly-owned subsidiary, Wirtgen Thailand.
“We are subject to numerous international, federal, state, and local laws and regulations, many of which are complex, frequently changing, and subject to varying interpretations. These laws and regulations cover a variety of subjects, including advertising, anti-money laundering, antitrust, consumer finance, environmental, climate-related, health and safety, foreign exchange controls and cash repatriation restrictions, foreign ownership and investment, import/export and trade, human rights, labor and employment, product liability reporting, cybersecurity, data privacy, telematics, encryption, a …”see in full comparison
“If our equipment does not perform as expected, we may receive warranty claims and may have to perform post-sales repairs or recalls. We may also be subject to regulatory requirements and penalties that will impact our ability to develop, market, and sell equipment. This may result in product delivery delays. It could also lead to product liability, breach of warranty, and consumer protection claims. These claims and warranty expenses could be significant. …”see in full comparison
“From time to time, we have received warranty claims and have had to perform post-sales repairs or recalls due to our equipment not performing as expected. In such cases, we may also face regulatory requirements and penalties that can impact our ability to develop, market, and sell equipment. These circumstances may result in product delivery delays and claims related to product liability, breach of warranty, and consumer protection. The costs associated with these claims and warranty expenses could be significant. …”see in full comparison
“The rationalization or restructuring of our manufacturing facilities, including relocating production or closing facilities, may result in temporary constraints on our ability to produce the quantity of products necessary to fill orders and thereby complete sales in a timely manner. …”see in full comparison
Full comparison: every changed paragraph (130)
The following risks are considered material to our business based upon current knowledge, information, and assumptions. This discussion of risk factors should be considered closely in conjunction with the MD&A, including the risks and uncertainties described in the Forward-Looking Statements, and the Notes to Consolidated Financial Statements. These risk factors and other forward-looking statements relate to future events, expectations, trends, and operating periods. They involve certain factors that are subject to change and important risks and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties could affect particular lines of business, while others could affect all our businesses. Although the risks are organized by headings and each risk is discussed separately, many are interrelated. The risks described in this Annual Report on Form 10-K and the Forward-Looking Statements in this report are not the only risks we face.
GEOPOLITICAL AND MACROECONOMIC RISKS
OPERATIONAL RISKS
Our success largely depends on the vitality of the agricultural industry. Historically, the agricultural industry has been cyclical and subject to a variety of economic and other factors; consequently, sales of agricultural equipment are also cyclical and generally reflect the economic health of the agricultural industry.
Our success largely depends on the vitality of the agricultural industry. Historically, the agricultural industry has been cyclical and subject to a variety of economic and other factors. Sales of agricultural equipment, in turn, are also cyclical and generally reflect the economic health of the agricultural industry. The economic health of the agricultural industry is affected by numerous factors, including farm income, international trade, farmland values, and debt levelslevels, and financing costs,costs. allIn ofaddition, whichfarm areincome is influenced by the levels of commodity and protein prices, world grain stocks, acreage available and planted, crop yields, agricultural product demand, soil conditions, farm input costs, government policies,policies and support. Changes in government subsidies.farm programs and policies can influence demand for agricultural equipment as well as create unequal competition for multinational companies relative to domestic companies. Downturns in the agricultural industry due to these and other factors, which could vary by market, have resulted in decreases in demand for agricultural equipment, adversely affecting our business and financial performance.
The demand for our products and services depends on the fundamentals in the markets in which we operate and can be significantly reduced in an economic environment characterized by high unemployment, high interest rates, cautious consumer spending, inflation, lower corporate earnings, and lower business investment.investment, all of which affect farmers’ income and sentiment. In fiscal year 2024,2025, unfavorable market conditions resulted in lower sales volumes, highergreater reliance on sales discounts,incentives, higherand elevated receivable write offs, and a higher provision for credit losses.write-offs. We expect certain of these conditions to persist in fiscal year 2025.2026. Changes in interestthe rateseconomic environment and the agricultural market business cycle are driven by factors outside of our control, and as a result we cannot reasonably foresee when these conditions will fully subside.
Sustained general negative economic conditions and outlook could also affect construction and housing starts,activities, and energy prices and demand, and other construction, which dampenscould decrease demand for certain construction equipment. Our turf operations and our construction and forestryturf segments are dependent on construction activityequipment and have also been affected by recent adverse economic conditions. Decreases in construction activity and housing startscould have had a material adverse effect on our financial results.
Uncertain or negative outlook with respect to pervasive U.S. fiscal issues as well as general economic conditions and outlook, such as market volatilityvolatility, inflation, or interest rate changes, have caused and could continue to cause significant changes in market liquidity conditions. Such changes could impact access to funding and associated funding costs, which could reduce our earnings and cash flows.
We face risks associated with international, national, and regional trade laws, regulations, and policies that could materially impair our profitability.
International, national, and regional laws, regulations, and policies directly or indirectly related to or restricting the import and export of our products, services, and technology, or those of our customers or suppliers, or for the benefit of favored industries or sectors, have harmed our global business. We are subject to various trade regulatory risks including, but not limited to, the following:
Our international operations expose us to risks and events beyond our control in countries in which we operate.
We may be unable to manage increasing political, economic, and social uncertainty in certain regions of the world, which could significantly change the dynamics of our competition, customer base, and product offerings globally.
Efforts to grow our businesses depend in part upon access to and developing and maintaining market share and profitability in additional geographic markets, including, but not limited to, Argentina, Brazil, CIS, China, India, and South Africa. Particularly, we have invested significant resources to grow our operations in Brazil, and in 2024, we built a research and development center in Indaiatuba. We may not realize the benefits from our investment in Brazil or in other regions and may be unable to grow our market share for a variety of reasons. For example, some countries where we operate have greater political and economic volatility and greater infrastructure vulnerability than others. There are various risks associated with our global footprint, including, but not limited to, the following:
The occurrence of one or more of these events has, from time to time, impacted, and may in the future impact, our business in a variety of ways, including reducing demand for our products, increasing costs, limiting our ability to operate in certain jurisdictions, disrupting our ability to deliver products to customers on time and at competitive prices, subjecting us to fines, penalties, and sanctions, harming our competitive position, devaluation of assets, and impacting our financials.
Please also refer to the risk factors in the “Legal and Regulatory Compliance Risks” section below that address our legal and regulatory risks associated with our international operations.
We may be affected by changingChanging worldwide demand for food and different forms of renewable energy,energy which couldcan impact the price of farm commodities and consequently the demand for our equipment. This could result in higher research and development costs related to changing machine fuel requirements.
Changing worldwide demand for farm outputs to meet the world’s growing food and renewable energy demands, driven in part by government policies, including those related to climate change, and a growing world population, areis likely to result in fluctuating agricultural commodity prices, which directly affect sales of agricultural equipment. Lower agricultural commodity prices directly affect farm incomes, which negatively affect sales of agricultural equipment and result in higher credit losses. While higher commodity prices benefit our crop-producing agricultural equipment customers, they could result in greater feed costs for livestock and poultry producers, which in turn may result in lower levels of equipment purchased by these customers. In addition, changing energy demands may cause farmers to change the types or quantities of the crops they raise, with corresponding changes in equipment demands. Finally, changes in governmental policies regulating fuel utilization, including biofuel, affect commodity demand and commodity prices, demand for our diesel-fueled equipment, and result in higher research and development costs related to equipment fuel standards.
While higher commodity prices benefit our crop-producing agricultural equipment customers, they could result in greater feed costs for dairy and livestock producers, which in turn may result in lower levels of equipment purchased by those customers. International buyers can also change the source of imported agricultural products, such as corn and soy, from the U.S. to other countries, impacting the profitability of our customers and demand for our equipment.
In addition, changing energy demand may cause farmers to change the types or quantities of the crops they raise, with corresponding changes in equipment demands. The growing demand for biofuels has led to a corresponding increased demand for agriculturally based feedstocks used in their production, such as corn in the U.S. and Europe and sugar cane in Brazil. This increased demand may increase the demand for agricultural equipment to be used in the production of such crops. However, the economic feasibility of biofuels can be impacted by the price of oil. As the price of oil falls, biofuels become a less attractive alternative energy source, and as a result, there is uncertainty with respect to any benefits we may realize with respect to our investments related to renewable energy.
Furthermore, changes in governmental policies regulating fuel utilization, including biofuel, affect commodity demand and commodity prices, demand for our diesel-fueled equipment, and result in higher research and development costs related to equipment fuel standards.
OPERATIONAL AND MANUFACTURING RISKS
Restructuring, rationalization, and relocation of manufacturing facilities may cause capacity constraints, inventory fluctuations, and other issues.
The rationalization or restructuring of our manufacturing facilities, including relocating production or closing facilities, requires significant investment and places temporary constraints on our ability to produce the quantity of products necessary to fill orders, and thereby complete sales in a timely manner.
In addition, decisions regarding the rationalization, restructuring or relocation of facilities, and any similar actions, could also subject us to additional or new tariffs, reputational risks, and other issues relating to the importation of products. In 2024, we shifted production of small-frame skid steer loaders and compact track loaders to Mexico. As a result, these products became subject to additional tariffs on imports from Mexico in 2025. Even though we are taking actions to qualify for an exemption under the United States-Mexico-Canada Agreement (USMCA) to mitigate the elevated costs, there is no guarantee that we will be able to obtain such qualification.
Furthermore, our manufacturing processes are dependent on water. Increasing competition for water resources, regulatory restrictions on water, and environmental changes can lead to water scarcity. Any significant reduction in water availability could disrupt our manufacturing processes, increase our operational costs, and limit our ability to meet customer demand.
Inability to accurately forecast customer demand for products and services, and to adequately manage inventory, could adversely affect our operating results.
To ensure adequate inventory supply, we must forecast inventory needs and expenses and place orders sufficiently in advance with suppliers and contract manufacturers. These forecasts are based on estimates of future demand for products and services. Failure to accurately forecast our needs results in unmet market demand, parts shortages, manufacturing delays or inefficiencies, increased costs, or excess inventory. Our ability to accurately forecast demand could be affected by many factors, including changes in customer demand for our products and services, used equipment inventory outstanding, changes in demand for the products and services of competitors, unanticipated changes in agricultural and general market conditions, and the weakening of economic conditions or customer confidence in future economic conditions. In 2025, elevated used inventory levels in late model-year machines impacted demand for our products in North America resulting in lower price realization and actions to reduce our inventory level. If the forecasts used to manage inventory are not accurate, we may experience excess inventory levels, shortage of available products, or reduced manufacturing efficiencies.
Changes in the availability and price of certain raw materials, components, and whole goods have resulted and could result in disruptions to the supply chain causing production disruptions, increased costs, and lower profits onfrom sales of our products.
Our business relies on a complex global supply chain, and any disruptions can impact our operations. We have experienced changes in the availability and prices of raw materials, components, whole goods, and freight over the past several years.
We require access to various raw materials, components, and whole goods at competitive prices to manufacture and distribute our products.
WePast have experienced changes in the availability and prices of raw materials, components, whole goods, and freight over the past several years, especially in fiscal years 2021 and 2022. Globalglobal logistics network challenges have resulted in delays, shortages of key manufacturing components, increased order backlogs, increased transportation costs, and production inefficiencies from a higher number of partially completed machines in inventory, which in the past have increased our overall production and overhead costs. Increases in such costs have hadadversely an adverse effect onaffected our business operations. While we have seen stabilization in the supply chain and inflation, we anticipate potential future fluctuations due to continued geopolitical and economic uncertainty, and regulatory and policy instability, including import tariffs and trade agreements. The latter have the potential to significantly increase production and logistics costs and have a material negative effect on the profitability of the business, particularly if we are unable to recover the increased costs due to market considerations or other factors.
We anticipate fluctuations in our supply chain due to ongoing geopolitical and economic uncertainty, and regulatory and policy instability, including import tariffs and trade agreements. For example, certain of our products, including motors, batteries, and other components, rely on rare earth minerals for their manufacturing, of which a significant majority are sourced from China. The inability to obtain export permits for rare earth minerals could have a detrimental effect on our business. These complications have the potential to significantly increase production and logistics costs, including additional research and development costs for designing alternative solutions, and therefore would have a detrimental effect on the profitability of the business. Rapid changes and growing complexity in trade policies may also affect the ability of customs brokers and logistics providers to timely process imported products, which could result in delays, higher logistics costs, and production disruptions.
The financial stability of our suppliers can also impact the continuity of our supply chain. A number of our suppliers are facing higher prices due to inflation, increased tariffs or otherwise. If one or more of our suppliers continue to encounter financial hardships, delivery setbacks, or other performance-related difficulties, we may be unable to fulfill our obligations to customers. Furthermore, if any of the raw materials critical to our manufacturing become unavailable to our suppliers, or are only accessible at significantly higher costs, including due to increased tariffs or trade restrictions, or are affected by quality problems or defects, our ability to deliver certain products on schedule or within budget could be compromised.
Significant disruptions to the supply chain resulting from shortages of raw materials, components, and whole goods have and could continue to adversely affect our ability to meet commitments to our customers. Examples of such disruptions include:
Furthermore, if our customers are unwilling to accept price increases for our products, or if we are unable to offset the increases in costs, raw material costs or shortages could have a material adverse effect on our operational or financial results.
We rely on our suppliers to acquire the raw materials, components, and whole goods required to manufacture their products. Significant disruptions to the supply chain resulting from shortages of raw materials, components, and whole goods have and could continue to adversely affect our ability to meet commitments to our customers. Work interruption or union strikes by employees of suppliers could also contribute to disruptions within our supply chain. In addition, certain materials and components used in our products are acquired from a single supplier or are proprietary in nature and cannot be alternatively sourced expeditiously. Furthermore, if our customers are unwilling to accept price increases for our products, or if we are unable to offset the increases in costs, raw material costs or shortages could have a material adverse effect on our operational or financial results.
While we conduct due diligence on our suppliers and require their compliance with various policies and contractual covenants, we do not control our suppliers’ business practices. Accordingly, we cannot guarantee that our due diligence efforts will reveal that they follow ethical business practices such as fair wage practices and compliance with environmental, safety, labor, human rights, material sourcing, and other laws. A lack of compliance could lead us to seek alternative suppliers, which could increase our costs and result in delayed delivery of our products, product shortages, or other disruptions of our operations. If our suppliers or retail partners fail to comply with applicable laws, regulations, safety codes, employment practices, human rights standards, quality standards, environmental standards, production practices, or other obligations, norms, identification and reporting requirements, or ethical standards, our reputation and brand could be harmed, and we could be exposed to litigation, investigations, enforcement actions, monetary liability and additional costs that could have a material adverse effect on our business, financial condition, and results of operations.
Failure to comply could lead us to seek alternative suppliers, which could increase our costs and result in delayed delivery of our products, product shortages, or other disruptions in operations. If our suppliers fail to comply with ethical standards and applicable laws, regulations, safety codes, employment practices, human rights standards, quality standards, environmental standards, production practices, or other obligations, norms, identification and reporting requirements, our reputation and brand could be harmed, and we could be exposed to litigation, investigations, enforcement actions, monetary liability and additional costs that could have a material adverse effect on our business, financial condition, and results of operations.
Unfavorable weather conditions or natural catastrophes that reduce agricultural production and demand for agriculture and turf equipment could directly and indirectly affect our business.
The purchasing decisions of our customers, particularly the purchasers of agriculture and turf equipment, can be significantly affected by poor or unusual weather conditions. Such conditions include:
Each of these conditions could negatively affect demand for agricultural and turf equipment and the financial condition and credit risk of our dealers and customers.
The occurrence of one or more unexpected events, including war, lack of available natural resources, acts of terrorism, epidemics and pandemics (such as the COVID pandemic),pandemics, civil unrest, fires, tornadoes, tsunamis, hurricanes, earthquakes, temperatures outside of normal ranges, floods, and other forms of severe or unusual weather in the United States or in other countries in which we operate, or in which our suppliers are located, have adversely affected and could in the future adversely affect our operations and financial performance. Such events have caused and could cause complete or partial closure of one or more of our manufacturing facilities or distribution centers, temporary or long-term disruptions in the supply of component products from some local and international suppliers, and disruption and delay in the transport of products to dealers, end-users, and distribution centers. Most recently, Hurricane Helene in the U.S. closed operations at our Augusta, Georgia and Greenville, Tennessee facilities temporarily. Existing insurance coverage may not provide protection from all the costs that may arise from such events.
end-users, and distribution centers. Existing insurance coverage may not provide protection from all the costs that may arise from such events.
The potential physical impacts of weather conditions or climate change on our facilities, suppliers, and customers, and therefore on our operations,business, are highly uncertain and will be particularspecific to the circumstances developing in various geographic regions. These potential physical effects may adversely affect the demand for our products and the cost, production, sales, and financial performance of our operations.
FINANCIAL RISKS
We protect our intellectual property with a combination of patents, trademarks, copyrights, trade secret laws, and legal agreements. We heavily rely on certain trademarks to protect our identity and customer recognition of our products and services, including, but not limited to, the “John Deere” mark, the leaping deer logo, the “Nothing Runs Like a Deere” slogan, and the green and yellow color combination. These trademarks, as well as the many patents that protect innovations used in our products, are integral to our business, and their loss could have a material adverse effect on us.
Additionally, third parties may initiate legal proceedings to challenge the validity of our intellectual property or allege that we infringe on their intellectual property. We may incur substantial costs if third parties initiate such legal proceedings, or if we initiate legal proceedings to protect or enforce our intellectual property. If the outcome of any such legal proceedings is unfavorable to us, our business could be adversely affected.
Rationalization or restructuring of manufacturing facilities, and plant expansions and updates at our manufacturing facilities may cause capacity constraints, inventory fluctuations, and other issues.
The rationalization or restructuring of our manufacturing facilities, including relocating production or closing facilities, may result in temporary constraints on our ability to produce the quantity of products necessary to fill orders and thereby complete sales in a timely manner. In addition, decisions regarding the rationalization, restructuring or relocation of facilities, such as the recently announced shifting of production of skid steer loaders and compact track loaders from our Dubuque, Iowa factory to Ramos, Mexico, and any similar actions we may undertake in the future, could also subject us to additional or new tariffs, other issues relating to the importation of products, fines, and reputational risks. Finally, the expansion and reconfiguration of existing manufacturing facilities, as well as new or expanded manufacturing operations in emerging markets, such as Brazil, could increase the risk of production delays, as well as require significant investments.
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our domestic and international tax liabilities are dependent upon the location of earnings among these different jurisdictions. Tax rates in various jurisdictions may be subject to significant change. Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretations. If our effective tax rates were to increase, or if the ultimate determination of taxes owed is for an amount more than amounts previously accrued, our operating results, cash flows, and financial condition could be adversely affected.
Our consolidated financial results are reported in U.S. dollars while certain assets and other reported items are denominated in foreign currencies, creating currency exchange and translation risk.
We are a global company with transactions denominated in a variety of currencies. We are subject to currency exchange risk to the extent that our costs are denominated in currencies other than those in which we earn our revenues.
Additionally, the reporting currency for our consolidated financial statements is the U.S. dollar. Certain of our assets, liabilities, expenses, and revenues are denominated in other countries’ currencies, which are then translated into U.S. dollars at the applicable exchange rates and reported in our consolidated financial statements. Therefore, fluctuations in foreign exchange rates affect the value of those items as reflected in our consolidated financial statements, even if their value remains unchanged in the original currencies. While the use of currency hedging instruments may provide us with some protection from adverse fluctuations in currency exchange rates, by utilizing these instruments we potentially forego any benefits that may result from favorable fluctuations in such rates. In Argentina, we have employed mechanisms to convert Argentine pesos into U.S. dollars to the extent possible. These mechanisms are short-term in nature, leaving us exposed to long-term currency fluctuations.
High interest rates can dampen overall economic activity and/or the financial condition of our customers, either or both of which can negatively affect customer demand for our equipment and our customers’ ability to repay us. High interest rates also increase the cost of carrying inventory for our dealers and the cost of financing for end customers. Interest rates in the U.S. have decreased and Brazil remained elevated in 2025. Higher rates and volatility in rates impact us in several ways, primarily affecting the demand for our products, financing spreads for the financial services operations, the value of our investments, and the financial health of our dealers. The markets for our agriculture, turf, and construction products were negatively impacted in 2025 by elevated interest rates and their effect on borrowing costs for our customers.
While central banks began cutting their policy interest rates in the latter part of fiscal year 2024, interest rates remain above recent norms. High interest rates can have a dampening effect on overall economic activity and/or the financial condition of our customers, either or both of which can negatively affect customer demand for our equipment and customers’ ability to repay their obligations to us. While we strive to match the interest rate characteristics of our financial assets and liabilities, changing interest rates have had an adverse effect onaffected our financing spreads—the difference between the yield we earn on our assets and the interest rates we pay for funding—which hashave affected our earnings.
Negative economic conditions have an adverse effect on the financial industry in which the financial services segment operates. The financial services segment provides financing for a significant portion of our sales worldwide. The financial services segment is vulnerable to customers and others defaulting on contractual obligations, and has experienced, and may continue to experience write-offs and credit losses that, in some cases, exceed our expectations and adversely affect our financial condition and results of operations as a result of elevated delinquencies. The financialallowance servicesfor segment’scredit inabilitylosses on retail notes and financing lease receivables increased in 2025 primarily due to accesshigher fundsexpected atlosses cost-effectiveon ratesagriculture and turf customer accounts as a result of elevated delinquencies and a decline in market conditions. We occasionally grant contractual modifications to supportcustomers experiencing financial difficulties. There is no guarantee that customers experiencing financial difficulty will be able to satisfy their obligations in accordance with original or modified terms. As a result, our financingallowance activitiesfor couldcredit havelosses amay material adverse effect on our business. The financial services segment’s liquidity and ongoing profitability depend largely on timely accesscontinue to capitalincrease to meetin future cash flow requirements and to fund operations and costs associated with engaging in diversified funding activities. The financial services segment may also experience residual value losses that exceed our expectations caused by lower pricing for used equipment and higher-than-expected equipment returns at lease maturity.periods.
The financial services segment’s inability to access funds at cost-effective rates to support our financing activities could have a material adverse effect on our business. The financial services segment’s liquidity and ongoing profitability depend largely on timely access to capital to meet future cash flow requirements and to fund operations and costs associated with engaging in diversified funding activities. The financial services segment may also experience residual value losses that exceed our expectations caused by lower pricing for used equipment and higher-than-expected equipment returns at lease maturity.
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our domestic and international tax liabilities are dependent upon the location of earnings among these different jurisdictions. Tax rates in various jurisdictions may be subject to significant change. Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax
rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretations. If our effective tax rates were to increase, or if the ultimate determination of taxes owed is for an amount more than amounts previously accrued, our operating results, cash flows, and financial condition could be adversely affected.
STRATEGYSTRATEGIC RISKS
Management's Discussion & Analysis (MD&A)
New heading “Production & Precision Agriculture Operations”
New heading “Variable Interest Entities”
New heading “Restricted Cash”
New heading “Marketable Securities”
New heading “Redeemable Noncontrolling Interest”
New heading “Litigation Accrual”
New heading “Banco John Deere S.A.”
Removed heading “Production and Precision Agriculture Operations”
Removed heading “Excavator Factories”
Removed heading “Other Acquisitions”
Removed heading “Summary of 2024 and 2023 Special Items”
Removed heading “UAW Collective Bargaining Agreement”
Removed heading “Impact of Events in Russia / Ukraine”
Removed heading “Gain on Previously Held Equity Investment”
Largest changes
“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”see in full comparison
“Unrealized losses were not recognized in income due to the ability and intent to hold to maturity and recover the unrealized losses. We evaluate investments quarterly for impairment and determine credit losses on available-for-sale debt securities using the specific identification method. There were no allowances for credit losses nor impairment write-downs in the periods presented. The unrealized losses on securities are due to changes in interest rates and market liquidity.”see in full comparison
“In the fourth quarter of 2025, we have increased our total accrued losses on unresolved legal matters in connection with a consolidated multidistrict class action antitrust lawsuit by $95 pretax ($75 after-tax) which was included in “Selling, administrative and general expenses” (see Note 20). The expense was allocated $47 to PPA, $24 to SAT, and $24 to CF.”see in full comparison
“In February 2022, we suspended shipments of machines and service parts to Russia due to the events in Russia / Ukraine. The suspension of shipments reduced the forecasted revenue for the region, which made it probable future cash flows would not cover the carrying value of certain assets. As a result, an impairment was recorded for most long-lived assets in Russia, and our U.S. senior management decided to initiate a voluntary employee-separation program. We also recorded a reserve on inventory, and increased our allowance for credit losses, reflecting economic uncertainty in Russia.”see in full comparison
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of our financial condition and results of operations. The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and the accompanying Notes to Consolidated Financial Statements. All amounts are presented in millions of U.S. dollars, unless otherwise specified. For comparison of 20232024 to 20222023 results, refer to the “Management’s Discussion and Analysis” section of our 20232024 Form 10-K.10-K, which is hereby incorporated by reference.
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 inputs customers need to run their operations. Our operations are managed through the productionProduction and& precisionPrecision agricultureAgriculture (PPA), smallSmall agricultureAgriculture and& turfTurf (SAT), constructionConstruction and& forestryForestry (CF), and financialFinancial servicesServices (FS) operating segments. References to “equipment operations” include PPA, SAT, and CF, while references to “agriculture and turf” include both PPA and SAT.
In 2022, we introduced our Leap Ambitions, a set of focused goals designed to guide the implementation of our Smart Industrial Operating Model. These Ambitions are built upon a foundation of product quality and manufacturing excellence, supported by a best-in-class dealer channel, and enabled by employees dedicated to solving some of the world’s most important problems. To build on our accomplishments and lay the foundation for sustained growth as we move toward 2030, in December 2025 we refined our Ambitions. Our refined Ambitions feature multi-year financial and operational goals, emphasizing the use of our differentiated equipment and service solutions, including automation, autonomy, digitalization, lifecycle solutions, and Solutions as a Service (SaaS).
Deeper integration of technology into equipment to enable customers to do more with less remains a persistent market trend. Customers seek to improve profitability, productivity, and sustainability by selecting our equipment and technology solutions. These technologies are incorporated into customer operations across the varied production systems in which we serve. While we continue to benefit from the adoption of these technologies, revenue from SaaS products did not represent a significant percentage of our revenues in 2025.
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 are investing in 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 2024.
levels are expected to keep industry equipment demand at low levels throughout 2025.
Interest Rates – While interest rates in the U.S. began to decrease in the fourth quarter of 2024, they remained elevated. Increased rates impacted 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 were negatively impacted in 2024 by elevated interest rates and their effect on borrowing costs for our customers.
Rising interest rates have historically impacted our borrowing costs sooner than the benefit is realized from receivable and lease portfolios.
Agricultural Market Business Cycle – The agricultural market is affected by various factors including commodity prices, acreage planted, crop yields, government policies, and governmentuncertainty policies.in macroeconomic trends. These factors affect farmers’ income and sentiment which may result in varying demand for our equipment. In 2024,2025, we experienced the following effects due to unfavorable market conditions: lower sales volumes, greater reliance on sales incentives, and elevated receivable write-offs.
Global Trade Policies – During 2025, new tariffs were imposed in the U.S. for imports from a broad range of countries and on certain materials. Several countries also implemented or proposed retaliatory tariffs on imports from the U.S. and introduced additional trade barriers. 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 adversely affected the cost of our products and components and may continue to do so in 2026. In addition, retaliatory tariffs by regions outside the U.S., currently in effect or adopted in the future, may impact the prices and profitability of our exported products. In 2025, the direct impact of incremental tariffs incurred by us was approximately $600, excluding the impact of tariffs on our suppliers and market demand. Trade policies are evolving, causing uncertainty in the agriculture and construction industries. We are actively taking steps to mitigate potential impacts on our business, to the extent possible.
On November 5, 2025, the United States Supreme Court heard oral arguments on tariffs imposed under the International Emergency Economic Powers Act (IEEPA). The court may provide tariff relief and the potential recovery of amounts previously paid. We are monitoring developments in this case and its impact on our future financial statements and business.
conditions which resulted in lower sales volumes, higher sales incentives, higher receivable write-offs, and an increase in expected credit losses.
We introduced cost reduction measures to manage our profitability and inventory levels. In the third quarter of 2024, we implemented employee-separation programs for our salaried workforce to help meet our strategic priorities while reducing overlap and redundancy in roles and responsibilities. The programs’ total pretax expenses are estimated to be approximately $165, of which $157 was recorded in 2024 (see Note 4). Annual pretax savings from these programs are estimated to be about $220. Approximately $100 of savings was realized in 2024.
Changes in interest rates and the agricultural market business cycle and global trade policies are driven by factors outside of our control, and as a result we cannot reasonably foresee when these conditions will fully subside.
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. We are in preliminary discussions with the FTC with respect to a potential resolution. At this stage, we are unable to estimate the potential impact on our business.
An explanation of the cost of sales to net sales ratio and other significant statementstatements of consolidated income changes follows:
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. Each equipment operations segment experienced lower shipment volumes partially offset by price realization during 2024.2025. RisingEconomic globaluncertainty, grain stocks, lowerlow commodity prices, elevated interest rates,rates in the first half of the year, and thehigher effect ofused inventory managementlevels contributed to lower shipment volumes for large and small agriculture. Declines in housing starts, decreasesDecreases in rental purchases, lower levels of multi-family and commercial real estate construction, trade uncertainty, and elevated interest rates in the effectfirst half of inventorythe management contributed to lower shipment volumes for construction equipment.year
Production costs were favorable in 2024 due to lower material and employee profit-sharing incentives costs, partially offset by higher manufacturing overhead costs driven by lower volumes and production inefficiencies.
Production and Precision Agriculture Operations
Sales volumes decreased 17 percent in the U.S. and Canada, 40 percent in Brazil, and 30 percent in Europe. Price realization in the U.S. and Canada was 3 percent driven by inflation, which was partially offset by an increase in retail and pool funds sales incentives. Price realization was flat outside the U.S. and Canada
duecontributed to moderatinglower marketshipment conditions.volumes for construction equipment. Current period results were impacted by special items (see Note 4).
Production & Precision Agriculture Operations
Sales volumes decreased 30% in the U.S. and Canada, partially offset by an increase of 22% in Brazil. Price realization was up 1% in the U.S. and Canada. In Brazil, price realization was up 4% as demand was strong due to higher grower production. Price realization in the rest of the world was down slightly due to moderating market conditions.
Operating profit decreased primarily due to lower sales volumes/ sales mix, partially offset by price realization.
Small Agriculture and& Turf Operations
Sales volumes decreased 17% in the U.S. and Canada, partially offset by an increase of 26% in India and 5% in Europe. Price realization was 1% in the U.S. and Canada and roughly flat outside the U.S. and Canada driven by moderating market conditions.
Operating profit decreased primarily due to lower sales volumes/ sales mix and higher tariffs, partially offset by price realization.
Sales volumes decreased 22 percent in the U.S. and Canada, 28 percent in Europe, and 45 percent in Mexico.
Price realization was 3 percent in the U.S. and Canada and 1 percent outside the U.S. and Canada driven by inflation. Current period results were impacted by special items (see Note 4).
Construction and& Forestry Operations
Sales volumes decreased 15 percent15% in the U.S. and Canada and 8were percentroughly flat outside the U.S. and Canada. Price realization wasdecreased about flat3% in the U.S. and Canada drivendue byto moderatingincremental marketincentive conditionsprograms deployed to address pressures from the competitive environment and was flat outside the U.S. and Canada.
Operating profit decreased primarily due to lower sales volumes/ sales mix, unfavorable price realization, and higher tariffs.
and 1 percent outside the U.S. and Canada. Current and prior period results were impacted by special items (see Note 4).
The average balance of receivables and leases financed was 5% lower compared to the prior year, primarily due to the deconsolidation of BJD (see Note 4). Revenue also decreased due to a lower average portfolio. Net income increased as a result of special items (see Note 4), lower selling, administrative and general expenses, favorable financing spreads, and a lower provision for credit losses.
Average wholesale receivables increased 26 percent driven by higher dealer used inventory levels. While new retail note volumes moderated due to reduced retail demand, average retail portfolio levels grew due to higher volumes in recent years resulting in a 9 percent increase. Revenue also increased due to higher average financing rates. Excluding the impact of a one-time correction of the accounting treatment for financing incentives offered to John Deere dealers in 2023 (see Note 4), net income declined as a result of a higher provision for credit losses and less-favorable financing spreads driven primarily by the receivable portfolio mix. These factors were partially offset by income earned on higher average portfolio balances.
Special Items
The impact of special items on the segments’ operating profit in 2025 and 2024 is presented below (see Note 4).
The assets and liabilities of Banco John Deere S.A. (BJD) were reclassified to held for sale in the third quarter of 2024 and are therefore not included within the 2024 balances reflected below (see Note 4).
Cash, Cash EquivalentsEquivalents, and Marketable Securities
Cash inflows from operating activities were $9.2$7.5 billion in 2024,2025, driven by net income adjusted for non-cash provisions and lowera inventoriesdecrease andin receivables fromrelated ato decline in sales. These items weresales, partially offset by aan decreaseother inpostretirement vendorbenefit payables(OPEB) and a reduction in dealer sales incentive accruals.contribution.
Cash outflows from investing activities were $6.5 billion in 2024 due to growth in the financing receivable and lease portfolios and capital expenditures.
Cash outflows from financinginvesting activities were $2.7$2.1 billion in 2024,2025. asThe repurchasesprimary drivers were purchases of common stockproperty and dividendsequipment paidand wereinvestments in equipment on operating leases, partially offset by highercollections borrowings.of receivables from unconsolidated affiliates.
Cash outflows from financing activities were $4.6 billion in 2025, due to dividends paid, lower borrowings, and repurchases of common stock.
Cash returned to shareholders decreased $3.0$2.8 billion in 20242025 as we managed cash flows through the declining business cycle in accordance with our use-of-cash priorities.priorities by decreasing share repurchases.
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.
result in higher borrowing costs, including costs of derivative transactions, reduced access to debt capital markets, and may adversely impact our liquidity.
Borrowings – As of OctoberNovember 27,2, 2024,2025, we had $17.6$17.2 billion of payments due on borrowings and securitization borrowings in the next year, along with interest payments of $2.5$2.3 billion. The securitization borrowing payments are based on the expected liquidation of the retail notes. See Notes 12 and 19 for additional borrowing details. These payments will likely be replaced with new borrowings to finance the receivable and lease portfolio, which is expected to be lower in 2025.2026.
Purchase Obligations – As of OctoberNovember 27,2, 2024,2025, our outstanding purchase obligations were $3.2$6.1 billion, with $2.8$4.5 billion payable within one year. These purchase obligations are noncancelable.
Share repurchases will be considered as a means of deploying excess cash to shareholders,shareholders once the previously mentioned requirements are met.
A key assumption of the retail sales incentive accrual is the predictive value of the historical percentpercentage of retail sales incentive costs to retail sales. Over the last five fiscal years, this percent has varied by an average of 1.0 percent.1.0%. Holding other assumptions constant, a 1.0 percent1.0% change would have modified the sales incentive accrual by about $135.$106.
A standard warranty is provided as an assurance that our equipment will function as intended. The standard warranty period varies by productproduct, region, and region.component.
The historical claims rate is determined by a review of five-year claims costs. The estimated population is based on dealer inventories and retail sales. These estimates are reviewed quarterly. Adjustments are also made for current quality developments.
inventories and retail sales. These estimates are reviewed quarterly. Adjustments are also made for current quality developments.
Product warranty accrual estimates are affected by the historical percent of warranty claims costs as a percentage of gross sales. Over the last five fiscal years, the percent has varied plus or minus .09 percent.0.14%. Holding all other assumptions constant, if this estimated cost experience percent would have increased or decreased .09 percent,0.14%, the warranty accrual at OctoberNovember 27,2, 20242025, would have changed by approximately $50.$70.
The pension and OPEB defined benefit plan obligations (defined benefit) and expenses require the use of estimates. The main estimate is the present value of the projected future benefit payments. These future benefit payments extend several decades.
The increase in the 20242025 pension and OPEB net benefit was due to an increase in the expected long-term rates of return on pension plan assets and the Canadian pension settlement charge recognized in 2023 (see Note 7).assets.
During 2025, the allowance for credit losses increased, primarily due to higher expected losses on agriculture and turf customer accounts as a result of elevated delinquencies and a decline in market conditions.
During 2024, we determined that 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 4). Excluding the business in Brazil, the allowance for credit losses increased, primarily due to higher expected losses as a result of elevated delinquencies and a decline in market conditions. This increase was partially offset by a decrease in the allowance on revolving charge accounts, driven by write-offs of seasonal financing program accounts and recoveries expected on those accounts in the future.
What changed in the latest 10-Q
Risk Factors
See our most recently filed Annual Report on Form 10-K (Part I, Item 1A). The risks described in the Annual Report on Form 10-K, and the “Forward-Looking Statements” in this report, are not the only risks we face. Additional risks and uncertainties may also materially affect our business, financial condition, or operating results. One should not consider the risk factors to be a complete discussion of risks, uncertainties, and assumptions.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
Largest changes
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.see in full comparisonTheOnlawsuitJulyalleges8,monopolization2026,andweunfairenteredcompetition in violation of the federal and state antitrust laws. Plaintiffs seekinto apermanent 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. We are in discussionssettlement with the FTC and plaintiff stateswithtorespectresolve all claims contained in the lawsuit. As part of that settlement, we have agreed, among other items, toaprovidepotentialcertainresolution.repairAt this stage, we are unableresources toestimatefarmers and independent repair providers on “fair and reasonable terms” (as defined by thepotentialsettlement).impactWeonhave also agreed to provide regular reporting to the FTC and submit to the FTC’s oversight of ourbusiness.compliance with the settlement.
On February 20, 2026, the Supreme Court of the United States issued a decision invalidating tariffs imposed pursuant to the International Emergency Economic Powerssee in full comparisonActAct.(IEEPA).WeOn April 20, 2026, the U.S. Customs and Border Protection (CBP) launched a system to process IEEPArecorded tariffrefund claims. Based on the eligibility parameters established by the CBP for the initial phase of the refund process, we prepared and filed a refund claimrecoveries in theamountthird quarter and first nine months of$272,2026whichofhas$110beenandaccepted$382,by the CBP. We recorded a recovery for this initial amountrespectively, as we concluded therefundrefundsisare probable and reasonably estimable. As of August 2, 2026, approximately 80% of the recorded tariff recoveries have been received. The recovery was allocated 20%,30%,25%, and50%55% to PPA, SAT, and CF, respectively, decreasing cost of sales. Trade policies continue to evolve, causing uncertainty in the agriculture and construction industries. Wearecontinueactivelytotakingpursuestepsopportunities to mitigatepotentialimpacts on our business, to the extent possible, including adjusting sourcing strategies,pursuingseeking product exemptions, and identifying cost reduction opportunities.
Sales for the firstsee in full comparisonsixnine months increased due to higher shipment volumes (primarily in the U.S.) andthefavorablepositivepriceeffects of foreign currency translation (primarily the Euro).realization. Operating profit increased due to higher shipment volumes / sales mix and favorable price realization, partially offset by highertariffsproduction costs from increased material costs andanhigherincreaseselling,inadministrativematerialandcosts.general and research and development expenses.
Construction & Forestry sales increased for the quarter primarily as a result of higher shipment volumes (primarily in the U.S.) andsee in full comparisonthefavorablepositivepriceeffects of foreign currency translation (primarily the Euro).realization. Operating profit increased due tohigher shipment volumes andfavorable price realization, partially offset by higherproductionselling,costs, driven by an increase in material costsadministrative andhighergeneraltariffs.and research and development expenses.
Sales for the firstsee in full comparisonsixnine months decreased as a result of lower shipment volumes (primarily in the U.S., Canada, andBrazil, offset by EuropeBrazil), partially offset by the positive effects of foreign currency translation (primarily theEuroBrazilian real andBrazilian realEuro). Operating profit decreased for the firstsixnine months primarily due to lower shipment volumes/ sales mixand higher production costs,fromdriven primarily by an increase in materialcostscosts,andpartiallyhigheroffsettariffs.by favorable price realization.
Sales for the firstsee in full comparisonsixnine months increased as a result of higher shipment volumes (primarily in the U.S., Europe, and India) andthefavorablepositivepriceeffects of foreign currency translation (primarily the Euro).realization. Operating profit for the firstsixnine months increased due to higher shipment volumes / sales mix and favorable price realization, partially offset by higher productioncosts,costsdrivendueby higher tariffs andto an increase in material costs.
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Large agriculture sales are expected to remain subdued in North America and to soften in South America resulting in decreased sales volume for PPA in 2026 compared to 2025. SAT and CF sales are expected to improve in 2026. Our overall net sales are expected to increase in 2026 compared to 2025, with the anticipated decline in PPA sales more than offset by improvements in CF and SAT.
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 varying demand for our equipment. In 2026, we may experience the following effects due to unfavorable large agriculture market conditions: lower sales volumes, higher sales incentives, and elevated receivable write-offs.
Incremental import tariffs adversely affected the cost of our products and components beginning in 2025 and continue to do so in 2026. The direct impact of these incremental tariffs incurred was $372$502 in the first sixnine months of 2026, net of the tariff recovery described below, and approximately $95$300 in the first sixnine months of 2025. These amounts exclude the impact of tariffs on our suppliers and market demand.
On February 20, 2026, the Supreme Court of the United States issued a decision invalidating tariffs imposed pursuant to the International Emergency Economic Powers ActAct. (IEEPA).We On April 20, 2026, the U.S. Customs and Border Protection (CBP) launched a system to process IEEPArecorded tariff refund claims. Based on the eligibility parameters established by the CBP for the initial phase of the refund process, we prepared and filed a refund claimrecoveries in the amountthird quarter and first nine months of $272,2026 whichof has$110 beenand accepted$382, by the CBP. We recorded a recovery for this initial amountrespectively, as we concluded the refundrefunds isare probable and reasonably estimable. As of August 2, 2026, approximately 80% of the recorded tariff recoveries have been received. The recovery was allocated 20%, 30%,25%, and 50%55% to PPA, SAT, and CF, respectively, decreasing cost of sales. Trade policies continue to evolve, causing uncertainty in the agriculture and construction industries. We arecontinue activelyto takingpursue stepsopportunities to mitigate potential impacts on our business, to the extent possible, including adjusting sourcing strategies, pursuingseeking product exemptions, and identifying cost reduction opportunities.
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. TheOn lawsuitJuly alleges8, monopolization2026, andwe unfairentered competition in violation of the federal and state antitrust laws. Plaintiffs seekinto 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. We are in discussionssettlement with the FTC and plaintiff states withto respectresolve all claims contained in the lawsuit. As part of that settlement, we have agreed, among other items, to aprovide potentialcertain resolution.repair At this stage, we are unableresources to estimatefarmers and independent repair providers on “fair and reasonable terms” (as defined by the potentialsettlement). impactWe onhave also agreed to provide regular reporting to the FTC and submit to the FTC’s oversight of our business.compliance with the settlement.
Net sales and revenues increased 5% and 8%7% for the quarter and year-to-date periods, respectively, primarily due to higher sales volumes andvolumes, the positive effects of foreign currency translation.translation, and favorable price realization. Net income decreasedincreased $31$90 in the secondthird quarter primarily due to thefavorable impactprice realization of lower PPA shipment volumes of $313$286 ($402 pretax), increased production costs of $122 ($157 pretax) from higher material costs, and higher warranty expenses of $64 ($82$403 pretax), partially offset by theunfavorable impacttax impacts of higher$114 shipmentand volumesincreased forproduction CFcosts of $148$89 ($191 pretax) and SAT of $79 ($101$126 pretax), favorableprimarily pricefrom realizationhigher ofmaterial $131 ($169 pretax), and the favorable impact of foreign currency exchange of $107 ($138 pretax).costs. Results for the first sixnine months were also affected by favorable discretespecial tax items in the prior period (see Note 22) of $163. 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 statementstatements of consolidated income changes follows:
Production & Precision Agriculture sales decreased for the quarter as a result of lower shipment volumes (primarily in the U.S., Canada,Brazil and BrazilEurope), partially offset by favorable price realization and the positive effects of foreign currency translation (primarily the EuroBrazilian real and BrazilianAustralian realdollar). Operating profit decreased primarily due to lower shipment volumes / sales mix and higher production costs from an increase in material and freight costs, partially offset by favorable price realization and the favorable effects of foreign currency exchange.
SecondThird Quarter 2026 Compared to SecondThird Quarter 2025
Sales for the first sixnine months decreased as a result of lower shipment volumes (primarily in the U.S., Canada, and Brazil, offset by EuropeBrazil), partially offset by the positive effects of foreign currency translation (primarily the EuroBrazilian real and Brazilian realEuro). Operating profit decreased for the first sixnine months primarily due to lower shipment volumes / sales mix and higher production costs, fromdriven primarily by an increase in material costscosts, andpartially higheroffset tariffs.by favorable price realization.
First SixNine Months 2026 Compared to First SixNine Months 2025
Small Agriculture & Turf sales increased for the quarter as a result of higher shipment volumes (primarily in the U.S. and Europe) and thefavorable positiveprice effects of foreign currency translation (primarily the Euro).realization. Operating profit increased due to higher shipment volumes / sales mix and favorable price realization.realization, partially offset by higher production costs from increased material costs.
SecondThird Quarter 2026 Compared to SecondThird Quarter 2025
Sales for the first sixnine months increased as a result of higher shipment volumes (primarily in the U.S., Europe, and India) and thefavorable positiveprice effects of foreign currency translation (primarily the Euro).realization. Operating profit for the first sixnine months increased due to higher shipment volumes / sales mix and favorable price realization, partially offset by higher production costs,costs drivendue by higher tariffs andto an increase in material costs.
First SixNine Months 2026 Compared to First SixNine Months 2025
Construction & Forestry sales increased for the quarter primarily as a result of higher shipment volumes (primarily in the U.S.) and thefavorable positiveprice effects of foreign currency translation (primarily the Euro).realization. Operating profit increased due to higher shipment volumes and favorable price realization, partially offset by higher productionselling, costs, driven by an increase in material costsadministrative and highergeneral tariffs.and research and development expenses.
SecondThird Quarter 2026 Compared to SecondThird Quarter 2025
Sales for the first sixnine months increased due to higher shipment volumes (primarily in the U.S.) and thefavorable positiveprice effects of foreign currency translation (primarily the Euro).realization. Operating profit increased due to higher shipment volumes / sales mix and favorable price realization, partially offset by higher tariffsproduction costs from increased material costs and anhigher increaseselling, inadministrative materialand costs.general and research and development expenses.
First SixNine Months 2026 Compared to First SixNine Months 2025
Revenue decreased for theboth first six months decreasedperiods primarily due to thea deconsolidationlower ofaverage Banco John Deere S.A. (BJD) in the second quarter of 2025.portfolio. The average balance of receivables and leases financed was 1%2% lower in the secondthird quarter of 2026 and 2% lower in the first sixnine months of 2026 compared with the same periods last year. Interest expense decreased as a result of lower average borrowing rates and lower average borrowings.
Net income for theboth quarterperiods increased primarily due to favorable financing spreads and favorable derivative valuation adjustments,spreads, partially offset by the impact of a lower average portfolio. Net income in the first sixnine months was also impacted by a lower provision for credit losses and the prior period benefiting from a special item (see Note 22)., lower provision for credit losses, and favorable derivative valuation adjustments.
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 operating cash flows from equipment operations in 2026 to remain flat compared with 2025 driven by an offsetting decrease in net income adjusted for non-cash provisions, and higher cash flows generated from higherincreased accounts payable and accrued expenses and inventory reductions.expenses.
Cash inflows from consolidated operating activities in the first sixnine months of 2026 were $1,042.$3,250. This resulted mainly from net income adjusted for non-cash provisions, partially offset by an increase in receivables related to sales, an increase in inventories, and a decrease in accrued employee profit-sharing incentives, and an OPEB contribution.benefits. Cash inflowsoutflows from investing activities were $93$825 in the first sixnine months of this year. The primary drivers were collections of receivables (excluding receivables related to sales) exceeding the cost of receivables acquired, partially offset by purchases of property and equipment and the acquisition of Tenna LLC (see Note 21)., partially offset by collections of receivables (excluding receivables related to sales) exceeding the cost of receivables acquired. Cash outflows from financing activities were $1,627$1,828 in the first sixnine months of 2026, primarily due to cash returned to shareholders and lower external borrowings.shareholders. Cash returned to shareholders was $1,378$2,013 in the first sixnine months of 2026. Cash, cash equivalents, and restricted cash decreasedincreased $398$617 during the first sixnine months of 2026.
Trade Accounts and Notes Receivable. Trade accounts and notes receivable arise from sales of goods to customers. Trade receivables increased $2,254$2,406 during the first sixnine months of 2026, primarily due to a seasonal increase and higher sales volumes. These receivables increased $823$1,620 compared to a year ago due to higher sales volumes. The percentage of total worldwide trade receivables outstanding for periods exceeding 12 months was 1% at MayAugust 3,2, 2026, 3% at November 2, 2025, and 7%3% at AprilJuly 27, 2025.
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 $2,476$2,430 during the first sixnine months of 2026 and decreased $1,600$2,814 in the past 12 months. The decrease for both periods was due to lower agriculture and turf retail customer receivables reflecting reduced demand in recent years and lower wholesale receivables driven by lower dealer inventory levels.receivables. Total acquisition volumes of financing receivables and equipment on operating leases were 12%8% higher in the first sixnine months of 2026, compared with the same period last year, as volumes of wholesale notes,notes and revolving charge accounts were higher compared to the same period last year.
Inventories. Inventories increased by $782$405 during the first sixnine months of 2026 primarily due to a seasonal increase,increase and increased by $318$98 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 sixnine months of 2026 were $451$716 compared with $555$852 in the same period last year. Capital expenditures in 2026 are estimated to be approximately $1,400.$1.3 billion.
Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses decreased by $256$241 in the first sixnine months of 2026, primarily due to a decrease in accrued expenses associated with employee benefits and dealer sales incentives, partially offset by an increase in trade payables.payables and derivative liabilities. Accounts payable and accrued expenses increased $308$86 compared to a year ago due to an increase in trade payables,payables and accrued expenses for warranty liabilities, partially offset by a decrease in accrued expenses associated with accrued taxes and employee benefits.
Borrowings. Total external borrowings decreased by $114$100 in the first sixnine months of 2026 and decreased $2,499$2,810 compared to a year ago, generally corresponding with the level of the receivable and lease portfolio, as well as other working capital requirements.
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 10). The facility was renewed in November 2025, with an expiration in November 2026, and total capacity or “financing limit” of $2,500. At MayAugust 3,2, 2026, $1,738$1,818 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 sixnine months of 2026, the financial services operations issued $1,439$2,525 and retired $2,108$3,027 of retail note securitization borrowings, which are presented in “Net proceeds (payments) in short-term borrowings (original maturities three months or less).”
Worldwide lines of credit totaled $12.7$12.6 billion at MayAugust 3,2, 2026, consisting primarily of:
At MayAugust 3,2, 2026, $5,947$5,201 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 our unsecured company securities by the rating agencies engaged by us are as follows:
Forward-looking statements are based on information currently available informationto us and our 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:
17 Elimination of change in investment from equipment operations to Financial Services.
DE insider buying and selling (Form 4)
Form 4 filings since 2026-04-11: 0 open-market purchases and 21 open-market sales (about $23.4M; 21 reported as made under a Rule 10b5-1 trading plan), across 5 filings with stock transactions. Awards, option exercises, tax withholding and gifts are listed but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-31 | Campbell Ryan D |
Open-market sale |
363 | $652.75 | $236.9K |
| 2026-08-31 | Campbell Ryan D |
Open-market sale |
391 | $654.22 | $255.8K |
| 2026-08-31 | Campbell Ryan D |
Open-market sale |
975 | $651.43 | $635.1K |
| 2026-08-31 | Campbell Ryan D |
Open-market sale |
199 | $655.91 | $130.5K |
| 2026-08-31 | Campbell Ryan D |
Open-market sale |
2,929 | $650.18 | $1.9M |
| 2026-08-31 | Campbell Ryan D |
Open-market sale |
3 | $656.64 | $2.0K |
| 2026-08-31 | Campbell Ryan D |
Option exercise |
1,079 | $254.83 | $275.0K |
| 2026-08-31 | Campbell Ryan D |
Option exercise |
1,775 | $343.94 | $610.5K |
| 2026-08-31 | Campbell Ryan D |
Option exercise |
1,049 | $438.44 | $459.9K |
| 2026-08-31 | Campbell Ryan D |
Option exercise |
957 | $377.01 | $360.8K |
| 2026-08-24 | Campbell Ryan D |
Option exercise |
1,648 | $254.83 | $420.0K |
| 2026-08-24 | Campbell Ryan D |
Option exercise |
2,762 | $343.94 | $950.0K |
| 2026-08-24 | Campbell Ryan D |
Option exercise |
1,885 | $438.44 | $826.5K |
| 2026-08-24 | Campbell Ryan D |
Option exercise |
1,544 | $377.01 | $582.1K |
| 2026-08-24 | Campbell Ryan D |
Open-market sale |
2,654 | $650.40 | $1.7M |
| 2026-08-24 | Campbell Ryan D |
Open-market sale |
373 | $651.31 | $242.9K |
| 2026-08-24 | Campbell Ryan D |
Open-market sale |
508 | $659.87 | $335.2K |
| 2026-08-24 | Campbell Ryan D |
Open-market sale |
360 | $653.78 | $235.4K |
| 2026-08-24 | Campbell Ryan D |
Open-market sale |
1,280 | $654.45 | $837.7K |
| 2026-08-24 | Campbell Ryan D |
Open-market sale |
1,560 | $655.45 | $1.0M |
| 2026-08-24 | Campbell Ryan D |
Open-market sale |
336 | $656.33 | $220.5K |
| 2026-08-24 | Campbell Ryan D |
Open-market sale |
528 | $657.43 | $347.1K |
| 2026-08-24 | Campbell Ryan D |
Open-market sale |
120 | $658.64 | $79.0K |
| 2026-08-24 | Campbell Ryan D |
Open-market sale |
120 | $652.60 | $78.3K |
| 2026-08-21 | Campbell Ryan D |
Open-market sale |
40 | $654.05 | $26.2K |
| 2026-08-21 | Campbell Ryan D |
Open-market sale |
2,341 | $653.30 | $1.5M |
| 2026-08-21 | Campbell Ryan D |
Open-market sale |
2,637 | $652.30 | $1.7M |
| 2026-08-21 | Campbell Ryan D |
Open-market sale |
6,696 | $651.47 | $4.4M |
| 2026-08-21 | Campbell Ryan D |
Option exercise |
5,946 | $254.83 | $1.5M |
| 2026-08-21 | Campbell Ryan D |
Option exercise |
4,571 | $377.01 | $1.7M |
| 2026-08-21 | Campbell Ryan D |
Option exercise |
5,069 | $438.44 | $2.2M |
| 2026-08-21 | Campbell Ryan D |
Option exercise |
7,674 | $343.94 | $2.6M |
| 2026-08-21 | Campbell Ryan D |
Open-market sale |
11,546 | $650.31 | $7.5M |
| 2026-08-17 | Norwood Terry Brent |
Shares withheld for tax | 19 | $608.85 | $11.6K |
| 2026-05-01 | Walker Kellye L. |
Shares withheld for tax | 568 | $577.26 | $327.9K |
Well-known investors holding DE (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Gates Foundation Trust | 2026-06-30 | 3,557,378 | $2.3B | 6.56% | No change |
| Markel Group (Tom Gayner) | 2026-06-30 | 877,900 | $556.9M | 4.24% | No change |
| First Eagle Investment Management | 2026-06-30 | 536,879 | $340.6M | 0.57% | Added 1% |
| Baillie Gifford | 2026-06-30 | 428,051 | $271.5M | 0.25% | Reduced 15% |
| ARK Investment Management (Cathie Wood) | 2026-06-30 | 393,025 | $249.3M | 1.62% | Reduced 2% |
| Harris Associates (Oakmark Funds) | 2026-06-30 | 313,034 | $198.6M | 0.26% | Reduced 40% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 163,452 | $103.7M | 0.06% | Reduced 71% |
| Renaissance Technologies | 2026-06-30 | 181,942 | $102.5M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 74,724 | $46.5M | 0.02% | Added 11% |
| PRIMECAP Management | 2026-06-30 | 72,670 | $46.1M | 0.03% | No change |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 32,290 | $20.5M | 0.05% | Added 52% |
| Two Sigma Investments | 2026-06-30 | 14,697 | $9.3M | 0.01% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 13,520 | $8.6M | 0.01% | Reduced 93% |
| Dodge & Cox | 2026-06-30 | 12,626 | $8.0M | 0.0% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 2,470 | $1.6M | 0.0% | New position |
| Bridgewater Associates | 2026-06-30 | 1,433 | $909.0K | 0.0% | New position |