Deere & Company Announces Cash Tender Offer for Debt Securities; Seeks to Use Approximately $500 Million to Repurchase Outstanding Notes

MOLINE, Ill., Feb. 23 /PRNewswire-FirstCall/ -- Deere & Company today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase a portion of the notes listed below in the order of priority listed below. The terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated February 23, 2006 (the "Offer to Purchase"). Deere will use up to a total of $500 million in cash (excluding accrued interest, fees and expenses) to purchase notes pursuant to the Tender Offer.

Deere is offering to purchase for cash a portion of the outstanding notes as part of its plan to decrease its debt and reduce its annual interest expense.

Aggregate Reference Fixed Principal Acceptance U.S. Bloomberg Spread CUSIP Title of Amount Priority Treasury Reference (basis Number Security Outstanding Level Security Page points) 244199 AR 6 8.95% $200,000,000 1 4.000% PX5 35 Debentures due due 2019 6/15/09 244199 AY 1 7.85% $500,000,000 2 3.875% PX6 40 Debentures due due 2010 5/15/10 244199 AU 9 8-1/2% $200,000,000 3 5.375% PX1 65 Debentures due due 2022 2/15/31 244199 AZ 8 8.10% $250,000,000 4 5.375% PX1 70 Debentures due due 2030 2/15/31 244199 BA 2 7.125% $300,000,000 5 5.375% PX1 70 Notes due due 2031 2/15/31

The amounts of each series of notes that are purchased in the Tender Offer will be determined in accordance with the priorities identified in the column "Acceptance Priority Level" in the above table and in the case of the 7.85% Debentures due 2010 will be limited to $250,000,000 principal amount.

The Tender Offer will expire at 12:00 midnight, New York City time, on March 22, 2006, unless extended. Holders of notes subject to the Tender Offer must validly tender and not validly withdraw their notes on or before the early tender date, which is 5:00 p.m., New York City time, on March 8, 2006, unless extended, to receive the applicable full tender offer consideration. Holders of notes subject to the Tender Offer who validly tender their notes after the early tender date and on or before the expiration date and whose notes are accepted for purchase will receive the applicable late tender offer consideration.

The applicable full tender offer consideration for each $1,000 in principal amount of notes tendered and accepted for payment pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase. The consideration will be determined by reference to a fixed spread specified for such notes over the yield based on the bid-side price of the applicable U.S. Treasury Security specified in the table above, as fully described in the Offer to Purchase. The consideration will be calculated by the Joint Dealer Managers for the Tender Offer at 2:00 p.m., New York City time, on the second business day preceding the expiration date. The late tender offer consideration is the applicable full tender offer consideration minus the applicable early tender premium.

In addition to the applicable full tender offer consideration or applicable late tender offer consideration, as the case may be, accrued and unpaid interest up to, but not including, the applicable settlement date will be paid in cash on all validly tendered notes accepted for purchase in the Tender Offer. The settlement date for the Tender Offer will be the second business day following the expiration date and currently is expected to be March 24, 2006.

Holders of notes subject to the Tender Offer who validly tender their notes on or before the early tender date may not withdraw their notes after the early tender date except in the limited circumstances described in the Offer to Purchase. Holders of notes subject to the Tender Offer who validly tender their notes after the early tender date but on or before the expiration date may not withdraw their notes except in the limited circumstances described in the Offer to Purchase.

Deere has retained J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated to serve as Joint Dealer Managers and Global Bondholder Services Corporation to serve as the depositary agent and information agent for the Tender Offer.

Requests for documents and questions regarding the tendering of notes may be directed to Global Bondholder Services Corporation toll free at (866) 612-1500 or collect at (212) 430-3774. Questions regarding the terms of the Tender Offer may be directed to J.P. Morgan Securities Inc. toll free at (866) 834-4666 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at (888) 654-8637 and banks and brokers at (212) 449-4914.

This press release is not an offer to purchase or a solicitation of acceptance of the Tender Offer, which may be made only pursuant to the terms of the Offer to Purchase, dated February 23, 2006, as amended or supplemented. In any jurisdiction where the laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed made on behalf of Deere & Company by one or more of the dealer managers or one or more registered brokers or dealers under the laws of such jurisdiction.

John Deere is the world's leading manufacturer of agricultural and forestry equipment; a leading supplier of equipment used in lawn, grounds and turf care; and a major manufacturer of construction equipment. Additionally, John Deere manufactures engines used in heavy equipment and provides financial services and other related activities that support the core businesses.

First Call Analyst: FCMN Contact: goldenkennethb@johndeere.com