Bond DeereCo 3.9% ( US244199BF15 ) in USD

DeereCo

100 % ▲

United States

US244199BF15 ( in USD )

3.9% per year ( payment 2 times a year)

08/06/2042

Prospectus brochure of the bond Deere & Co US244199BF15 en USD 3.9%, maturity 08/06/2042

1 000 USD

1 250 000 000 USD

244199BF1

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

09/06/2026 ( In 119 days )

Deere & Company is a leading global manufacturer of agricultural machinery, construction equipment, and forestry machines, with a diverse portfolio of products and services.

This bond, identified by ISIN US244199BF15 and CUSIP 244199BF1, is a USD-denominated debt instrument issued by Deere & Co, a globally recognized manufacturer of agricultural, construction, and forestry machinery headquartered in the United States, carrying a fixed interest rate of 3.9% with semi-annual payments and currently trading at 100% of its face value, part of a total issuance size of $1,250,000,000, available for purchase with a minimum increment of $1,000, and maturing on June 8, 2042, while holding credit ratings of 'A' from Standard & Poor's and 'A2' from Moody's, reflecting the issuer's strong financial standing.

http://www.sec.gov/Archives/edgar/data/315189/000104746912006493/...
424B2 1 a2209838z424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176858
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Maximum
Maximum
Amount of
Title of Each Class of
to be
Offering Price
Aggregate Offering
Registration
Securities Offered

Registered

per Unit

Price

Fee(1)

2.600% Notes Due 2022

$1,000,000,000 99.746%

$997,460,000
$114,308.92

3.900% Notes Due 2042

$1,250,000,000 99.265%

$1,240,812,500
$142,197.11

Total
$2,250,000,000
--
$2,238,272,500 $256,506.03

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Prospectus Supplement
(To Prospectus dated September 15, 2011)
$2,250,000,000
Deere & Company
2.600% Notes due 2022
3.900% Notes due 2042
We are offering $1,000,000,000 aggregate principal amount of 2.600% Notes due 2022 (the "2022 Notes") and $1,250,000,000
aggregate principal amount of 3.900% Notes due 2042 (the "2042 Notes" and, together with the 2022 Notes, the "Notes"). Interest on
the 2022 Notes will be paid semi-annually in arrears on June 8 and December 8 of each year, beginning on December 8, 2012.
Interest on the 2042 Notes will be paid semi-annually in arrears on June 9 and December 9 of each year, beginning on December 9,
2012. The 2022 Notes will mature on June 8, 2022 and the 2042 Notes will mature on June 9, 2042. However, we have the option to
redeem all or any portion of the 2022 Notes at any time on or after March 8, 2022 and to redeem all or any portion of the 2042 Notes
at any time on or after December 9, 2041, at 100% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if
any. See "Description of Notes--Optional Redemption."
The Notes will rank equally with all of our unsecured and unsubordinated indebtedness.
Investing in our Notes involves risks. See "Risk Factors" beginning on page 1 of the accompanying prospectus and
described in the documents we file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended, and which we incorporate by reference herein.
Per
Per

2022 Note
Total
2042 Note
Total

Price to Public(1)

99.746%$ 997,460,000 99.265%$ 1,240,812,500
Underwriting
Discounts
0.450%$
4,500,000 0.875%$
10,937,500
Proceeds
to
Deere(1)
99.296%$ 992,960,000 98.390%$ 1,229,875,000
(1)
Plus accrued interest, if any, from June 8, 2012.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
Delivery of the Notes in book-entry only form will be made on or about June 8, 2012 through the facilities of The Depository
Trust Company.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup
Deutsche Bank Securities

J.P. Morgan
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Barclays

Credit Suisse

Goldman, Sachs & Co.
HSBC

Mitsubishi UFJ Securities

RBC Capital Markets
BNP PARIBAS
BNY Mellon Capital Markets, LLC

Fifth Third Securities, Inc.
Morgan Stanley
Santander

Standard Chartered Bank
TD Securities

US Bancorp

Wells Fargo Securities

The date of this prospectus supplement is June 5, 2012.
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TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-1
Use of Proceeds
S-2
Description of the Notes
S-3
Certain U.S. Federal Income Tax Considerations
S-5
Underwriting
S-10
Legal Opinions
S-12
Prospectus

Page
Risk Factors

1
Where You Can Find More Information

4
Deere & Company

5
John Deere Funding S.A.

5
Use of Proceeds

6
Prospectus

7
Prospectus Supplement or Term Sheet

8
Description of Debt Securities

9
Special Provisions Relating to Foreign Currency Notes

45
Description of Debt Warrants

48
Description of Preferred Stock

50
Description of Depositary Shares

54
Description of Common Stock

58
Description of Common Warrants

59
Description of Currency Warrants

62
Description of Indexed Warrants and Other Warrants

66
Description of Outstanding Capital Stock

69
Description of Stock Purchase Contracts and Stock Purchase Units

71
Plan of Distribution

72
Legal Opinions

74
Experts

74
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We have not, and the underwriters have not, authorized any other person to provide you with information or to make any
representations other than that or those, as applicable, contained or incorporated by reference in this prospectus supplement and
prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
give you. We are not, and the underwriters are not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not
permitted. The information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
may only be accurate on the date such information is given. Our business, financial condition, liquidity, results of operations and
prospects may have changed since any such date.
References in this prospectus supplement to "Deere," "we," "us" or "our" are to Deere & Company.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the Notes
and also adds to and updates the information contained in the accompanying prospectus and the documents incorporated by reference
into the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information, some of
which may not apply to the Notes. To the extent there is a conflict between the information contained in this prospectus supplement, on
the one hand, and the information contained in the accompanying prospectus or any document that has previously been filed, on the
other hand, the information in this prospectus supplement shall control.
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USE OF PROCEEDS
The aggregate net proceeds to us from the sale of the Notes will be approximately $2,222,185,000 after deducting the respective
underwriting discounts and our estimated offering expenses. We intend to use the net proceeds from the sale of the Notes for general
corporate purposes in the ordinary course of business. We expect that the sales of the 2022 Notes and the 2042 Notes will take place
concurrently.
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DESCRIPTION OF THE NOTES
The Notes will be senior debt issued under the Indenture dated as of September 25, 2008 (the "Indenture") between us and The
Bank of New York Mellon, as Trustee. Information about the Indenture and the general terms and provisions of the Notes is in the
accompanying prospectus under "Description of Debt Securities."
Each of the 2022 Notes and the 2042 Notes will constitute a separate series of debt securities under the Indenture.
We may, without the consent of Note holders, issue additional debt securities having the same ranking and the same interest rate,
maturity and other terms as a particular series of the Notes. Any such additional debt securities and the Notes of such series will
constitute a single series of debt securities under the Indenture. No additional debt securities may be issued under the Indenture if an
Event of Default has occurred and is continuing with respect to any series of debt securities outstanding thereunder.
In the accompanying prospectus, there is a section called "Description of Debt Securities--Provisions Applicable to Both of the
Indentures--Defeasance". This section has provisions on the defeasance and covenant defeasance of securities issued under the
Indenture. These provisions will apply to the Notes.
The Notes will be issued only in book-entry form in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof, with each series of Notes represented by one or more fully registered global Notes deposited with the Trustee as
custodian for, and registered in the name of the nominee of, The Depository Trust Company ("DTC"), as depositary. Beneficial
interests in book-entry Notes will be shown on, and transfers of the Notes will be made only through, records maintained by DTC and
its participants. See "Book-Entry, Delivery and Form" below and "Description of Debt Securities--Provisions Applicable to Both of
the Indentures--Global Securities" in the accompanying prospectus.
Payment of Principal and Interest
The 2022 Notes will mature on June 8, 2022 and the 2042 Notes will mature on June 9, 2042. However, the Notes will be
subject to optional redemption as described below under "--Optional Redemption."
The interest rate on the 2022 Notes will be 2.600% per annum and the interest rate on the 2042 Notes will be 3.900% per
annum. We will pay interest in arrears on the 2022 Notes on June 8 and December 8 of each year, beginning December 8, 2012. We
will pay interest in arrears on the 2042 Notes on June 9 and December 9 of each year, beginning on December 9, 2012. Interest on the
Notes of each series will accrue from June 8, 2012 or from the most recent interest payment date to which interest has been paid or
duly provided for until the principal of such Notes has been paid or made available for payment. We will pay interest computed on
the basis of a 360-day year of twelve 30-day months.
We will pay interest on the Notes on any interest payment date to the persons in whose names the Notes are registered at the
close of business on the fifteenth day (whether or not a business day) preceding that particular interest payment date. At maturity, we
will pay the principal of the Notes upon delivery of the Notes to the Trustee.
If an interest payment date or the scheduled maturity date or any date of earlier redemption for either series of the Notes is not a
"business day," we will pay interest and/or principal, as the case may be, on the next succeeding business day, but will not pay
additional interest. The term "business day"
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means any day other than a Saturday or Sunday or a day on which applicable law or regulation authorizes or requires banking
institutions in The City of New York to close.
Optional Redemption
At any time on or after March 8, 2022 (three months prior to the maturity date) with respect to the 2022 Notes, the 2022 Notes
will be redeemable as a whole or in part, at our option, at a redemption price equal to 100% of the principal amount of the 2022
Notes to be redeemed plus accrued and unpaid interest on the 2022 Notes to be redeemed to the date of redemption. At any time on or
after December 9, 2041 (six months prior to the maturity date) with respect to the 2042 Notes, the 2042 Notes will be redeemable as
a whole or in part, at our option, at a redemption price equal to 100% of the principal amount of the 2042 Notes to be redeemed plus
accrued and unpaid interest on the 2042 Notes to be redeemed to the date of redemption.
Book-Entry, Delivery and Form
The Notes will be issued in book-entry form only. This means that we will not issue actual Notes or certificates to each
beneficial owner. Instead, we will issue one or more Global Securities representing Notes of each series and such Global Security or
Securities will be held by or on behalf of DTC or its nominee. In order to own a beneficial interest in a Note, you must be an
institution that has an account with DTC or have an account with an institution, such as a brokerage firm, that has an account with
DTC. For a more complete description of book-entry debt securities, see "Description of Debt Securities--Provisions Applicable to
Both of the Indentures--Global Securities" in the accompanying prospectus.
Payments of principal of and interest on Notes represented by a Global Security will be made in same-day funds to DTC in
accordance with arrangements then in effect between the Trustee and DTC.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
Prospective investors should consult their independent tax advisors regarding the possible tax consequences of the
acquisition, ownership and disposition of the Notes under the laws of their country of citizenship, residence or domicile.
The following discussion summarizes certain U.S. federal income tax considerations that may be relevant to the acquisition,
ownership and disposition of the Notes by a U.S. Holder and a Non-U.S. Holder (each as defined below) who purchase the Notes in
this initial offering. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury Regulations (including proposed regulations and temporary regulations) promulgated thereunder, judicial
authority and administrative interpretations, all effective as of the date hereof and subject to change (possibly with retroactive effect)
or differing interpretations.
This discussion does not purport to address all tax considerations that may be relevant to you in light of your particular
circumstances, or to certain categories of investors that may be subject to special tax rules, such as financial institutions, insurance
companies, investment companies, tax-exempt organizations, dealers in securities or currencies, traders in securities that have elected
the mark-to-market method of accounting, individual retirement and other tax-deferred accounts, real estate investment trusts,
regulated investment companies, partnerships or other pass-through entities for federal income tax purposes, persons subject to the
alternative minimum tax, U.S. Holders whose functional currency is other than the U.S. dollar, U.S. expatriates or investors who hold
the Notes as part of a hedge, conversion transaction, straddle or other risk reduction transaction. This discussion is limited to initial
investors who purchase the Notes for cash at the original offering price and who hold the Notes as capital assets (generally, for
investment purposes). This summary does not consider any tax consequences arising under the laws of any foreign, state, local or
other jurisdiction or any U.S. federal taxes other than income taxes. Investors considering a purchase of the Notes should consult their
independent tax advisors regarding the application and effect of the U.S. federal tax laws to their particular situations and the
application and effect of state, local or foreign tax laws and tax treaties.
U.S. Federal Income Taxation of U.S. Holders
You are a "U.S. Holder" for purposes of this discussion if you are a beneficial owner of a Note and you are for U.S. federal
income tax purposes:
·
A citizen or individual resident of the United States;
·
A corporation or other entity treated as a corporation created or organized in or under the laws of the United States,
any State thereof or the District of Columbia;
·
An estate the income of which is subject to U.S. federal income taxation regardless of its source; or
·
A trust, if (1) a court within the United States is able to exercise primary supervision over the trust's administration
and one or more U.S. persons have the authority to control all of its substantial decisions, or (2) a valid election to be
treated as a U.S. person is in effect under the relevant Treasury Regulations with respect to such trust.
If a partnership holds the Notes, the tax treatment of a partner in the partnership generally will depend upon the status of the
partner and the activities of the partnership. Partnerships considering an investment in the Notes and partners in such partnerships
should consult their tax advisors regarding the U.S. federal income tax consequences of owning and disposing of a Note.
If you are not a U.S. Holder (and not a partnership), then you should refer to the discussion below addressing the U.S. federal
income taxation of Non-U.S. Holders.
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