In re DEERE & COMPANY

 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No.  100984 / September 10, 2024 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4518 / September 10, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22102 
 
 
In the Matter of 
 
DEERE & COMPANY, 
 
Respondent. 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER  
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Deere & Company (“Deere” or “Respondent”).  
 
II. 
 
 In anticipation of the institution of these proceedings, Deere has submitted an Offer of 
Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
admitted, Respondent consents to the entry of this Order Instituting Cease-And-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 
Cease-And-Desist Order (“Order”), as set forth below. 

 2 
III. 
 
 On  the  basis  of  this  Order  and  Respondent’s Offer of  Settlement,  the  Commission  finds
1
 
that:  
 
SUMMARY 
  
1. This matter concerns violations of the books and records and internal accounting 
controls provisions of the Foreign Corrupt Practices Act of 1977 (the “FCPA”) by Deere, a global 
agricultural machinery manufacturer, through its wholly owned subsidiary, Wirtgen Thailand.  
From at least late 2017 through 2020, Wirtgen Thailand made improper payments to foreign 
officials at multiple government entities, including the Royal Thai Air Force and the Department of 
Highways, to win business, and during the same period also engaged in commercial bribery.  
 
2. The improper payments took various forms, including cash, sham consulting fees, 
extravagant “factory visit” trips to foreign countries, meals, entertainment at massage parlors, and 
others.  The misconduct involved now former high level regional managers and employees and 
occurred during a period in which Deere failed to complete the full integration of this acquired 
subsidiary into its compliance program and overall control environment.  As a result of this 
misconduct, Deere obtained an improper benefit of approximately $4.3 million and violated the 
books and records and internal accounting controls provisions of the FCPA. 
 
RESPONDENT 
 
3. Deere & Company (“Deere”) is a Delaware corporation with its principal place of 
business in Moline, Illinois.  Deere is a global manufacturer of agricultural machinery and heavy 
equipment.  Deere’s common stock is, and throughout the relevant period was, registered with the 
Commission under Section 12(b) of the Exchange Act and trades on the New York Stock 
Exchange under ticker symbol DE.   
 
OTHER RELEVANT ENTITIES 
 
4. Wirtgen Group (“Wirtgen”) was a privately held company headquartered in 
Windhagen, Germany, and engaged in the business of manufacturing road equipment.  In 
December 2017, Wirtgen was acquired by and became a wholly owned subsidiary of Deere, and its 
books and records are consolidated into the books and records of Deere.  Deere conducts business 
in Thailand through Wirtgen’s subsidiary, Wirtgen Thailand.  
 
5. Customer A is a private company that handles construction, project management, 
and design of large-scale infrastructure projects in Thailand.  
 
                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
person or entity in this or any other proceeding. 
 
 

 3 
6. Department of Rural Roads (“DRR”) is a department of the Thai government under 
the Ministry of Transport.  It oversees the maintenance of rural roads in Thailand. 
 
7. Department of Highways (“DOH”) is a department of the Thai government under 
the Ministry of Transport.  It is responsible for the maintenance of national highways in Thailand. 
 
8. Royal Thai Air Force (“RTAF”) was established in 1913 and is the air force of the 
Kingdom of Thailand. 
 
FACTS 
 
Wirtgen Thailand was Awarded Multiple Government Tenders as a Result of Numerous 
Bribery Schemes 
 
9. To win tenders with government agencies RTAF, DOH, and DRR, Wirtgen 
Thailand engaged in bribery through several different mechanisms, including entertaining 
government officials at massage parlors, hosting officials on elaborate sightseeing expeditions 
disguised as “factory visit” trips, and making cash payments to officials both directly and through 
the use of a third-party agent.  These payments were in violation of company policies and were 
falsely recorded on the company’s books and records as legitimate expenses. 
 
Bribery of RTAF, DOH, and DRR Through Improper Entertainment Expenses 
10. From at least late 2017 through 2020, Wirtgen Thailand regularly entertained 
foreign officials from RTAF, DOH, and DRR at several massage parlors in Thailand, in violation 
of Wirtgen Group’s Code of Business Conduct prohibiting giving “absolutely anything” to 
improperly influence a government official.  Many of these massage parlor entertainment 
expenses, which were submitted for approval by Wirtgen Thailand’s Managing Director and his 
sales team, contained round number denominations and lacked specificity.  In several instances, 
names of additional Wirtgen Thailand employees were added to expense receipts to make the 
expenses appear more reasonable, when in fact those employees were not present at the massage 
parlors.  These expenses reports were then routinely approved by Wirtgen’s Managing Director for 
Southeast Asia or its Managing Director in Thailand, without regard for compliance with Deere’s 
policies and procedures relating to entertainment of government officials and the true purpose for 
the payments. 
 
11. Expense reports from at least November 2019 through March 2020 describe 
expenses incurred at several massage parlors in Thailand in order to improperly influence officials 
of the Royal Thai Air Force while bidding on tenders.  Listed as an attendee at massage parlor 
visits in December 2019, and again in March 2020, was a high level RTAF officer in charge of 
drafting and awarding tenders.  Other expense reports, submitted and approved in November 2019 
and February 2020, reflect massage parlor services provided to another high-ranking officer of the 
RTAF.  The company entertained RTAF officials at massage parlors in exchange for obtaining 
information about the tender process and specific bidding requirements for tenders they were 

 4 
actively bidding on.  As a result, Wirtgen Thailand was awarded two RTAF tenders in March and 
April 2020 for approximately $665,000.  
 
12. Similarly, Wirtgen Thailand incurred massage parlor expenses from at least 2017 
through 2019, to host representatives from DOH tender committees, including a March 9, 2017, 
expense for “Department of Highway – Group of 15 persons from DOH Committee...”  Another 
expense report submitted for approval in July 2018, noted only “entertainment” of DOH.   
 
13. As with the RTAF tenders, this entertainment was provided by Wirtgen Thailand’s 
Managing Director in order to improperly influence the outcome of an upcoming DOH tender.  
The Managing Director noted in August 2018, “Finally, we have 1
st
 succeed to step in this tender 
since 3 years tried to add qualification to the DOH tender.”  The “DOH Team” was again taken to 
a massage parlor by the Wirtgen Thailand Managing Director in September 2018 and December 
2018, and the subsequent expense reports noted only “entertainment” in round numbers.   
 
14. Wirtgen Thailand won multiple tenders from DOH during this time period, 
including a December 2018 tender for $2,303,294, an October 2019 tender for $498,567, and a 
November 2019, tender for $1,451,432. 
 
15. Wirtgen Thailand also provided improper benefits at massage parlors to officials of 
the Department of Rural Roads in December 2019 in order to influence the award of tenders.  
Wirtgen Thailand was subsequently awarded a tender by the DRR in April 2020, for $1,283,905.  
Two of the four DRR signatories on that tender were recipients of entertainment by Wirtgen 
Thailand at this December 2019 massage parlor visit.  In an email to his supervisor, Wirtgen 
Thailand’s Managing Director noted “after a few months fighting to get this deal done, I did 
whatever channel and opportunities to turn back the tender result, we finally got the judgment to 
agree with DRR decision.” 
 
16. The expenses incurred to provide massage parlor services to officials at RTAF, 
DOH, and DRR between 2017 and 2020, were done to improperly influence tender awards, but 
nonetheless were approved by Wirtgen Thailand’s Managing Director and Wirtgen’s Managing 
Director for Southeast Asia.  None of these over $58,000 in expenses complied with the company’s 
policies and procedures relating to entertainment of government officials, none followed proper 
approval processes for such interactions, and all were improperly booked as legitimate business 
expenses.   
 
Bribery of DOH Through Sightseeing Trip Disguised as “Factory Visit” 
 
17. In October 2019, Wirtgen Thailand paid for four foreign officials from the 
Department of Highways, including a member of the DOH procurement committee, and two of 
their spouses, to travel to its facilities in Germany.  This “factory visit” was allegedly for the 
purpose of learning more about the company’s equipment.  The invoice accompanying the 
expenses for this trip described the purpose of the trip as being “to visit factory.”  However, the 
itinerary for this trip indicated that no factory visit took place.  Instead, the trip solely consisted of 
sightseeing in Switzerland, including travel to Interlaken, Zermatt, and Lake Lucerne, as well as 

 5 
shopping and touring in the Alps, with stays in luxury hotels at each stop.  Deere spent 
approximately $47,500 entertaining DOH officials on this sightseeing spree to win lucrative 
tenders. 
 
18. During the trip, which lasted for eight days, Wirtgen Thailand submitted a bid on a 
DOH tender.  On October 16, 2019, just after the sightseeing trip ended, Wirtgen was awarded that 
tender, valued at approximately $498,567.  Wirtgen was then awarded a second tender worth 
$1,451,432 one month later, on November 20, 2019. 
 
19. During this period, Deere had policies governing visits by non-U.S. government 
officials to its factories and facilities which required the provision of a variety of information in 
connection with seeking approval.  This included details regarding the purpose of each visit, an 
agenda, names of government officials in attendance, whether any gifts or entertainment would be 
provided, and information about overall accommodations and cost.  Wirtgen Thailand did not 
provide the required information and did not obtain prior authorization for the DOH trip.  Instead, 
the expenses associated with this trip were knowingly approved and justified by Wirtgen’s 
Managing Director for Southeast Asia because the company needed to “gain information and build 
rapport” with government customers.   
 
Bribery of Government Officials in Thailand Through Cash Payments and a Third-Party 
Agent 
 
20. From 2018 to 2020, Wirtgen Thailand also made direct cash payments and 
payments made through a third-party agent to bribe government officials at DOH, DRR, and 
RTAF on numerous occasions to obtain business.   
 
21. For instance, in April 2019, Wirtgen Thailand’s Managing Director texted the 
company’s Finance Manager “re DOH ... will have candy money for you too, next week.... Re 
DRR I will have to discuss it again.”  With respect to these cash bribes, the Managing Director 
instructed the Finance Manager to “Liaise with DOH.... Prepare 5 envelopes.  And withdraw cash.  
You may take THB 100,000 first.  For use on the delivery date.”  The Finance Manager 
subsequently asked, “For the five envelopes should I go ahead and put [THB] 20,000 in each?” to 
which the Managing Director replied that he would do it himself. 
 
22. In addition to directly paying cash bribes, Wirtgen Thailand used a third-party 
consultant to assist in paying bribes to government officials at DOH and DRR in order to secure 
four lucrative tenders for machine sales worth approximately $4.67 million. For each tender, 
Wirtgen Thailand entered into a sham commission agreement with the third-party consultant, 
which provided no legitimate services and was simply a conduit for paying bribes to the Thai 
government officials.   
 
23. The sham commission agreements authorized payments of approximately $285,129 
and were signed by the Managing Director of Wirtgen Thailand. Wirtgen Thailand’s Finance 
Manager also signed the sham commission agreement related to the DRR tender. Prior to the 

 6 
signing of the commission agreements, Wirtgen Thailand’s Managing Director submitted 
Applications for Approval of Commissions to another Manager in Thailand.   
 
24. Communications between Wirtgen Thailand’s Managing Director and its Finance 
Manager refer to a series of bribe payments made by the third-party consultant on Wirtgen’s behalf 
to numerous government officials, including cash bribes to the new director of DOH, the former 
director of DOH, and a set of golf clubs given to the deputy director of DRR.  All of these 
improper payments were made in connection with a 2020 DRR tender.  
 
25. Wirtgen Thailand’s commission agreement with the third-party consultant in 
connection with the DRR tender contained bank account information on where to direct the 
commission payment.  The account holder was a senior official of DOH who, along with his wife, 
had also gone on the nine-day sightseeing and “factory visit” trip to Germany, Prague and Austria 
in October 2019, and this same official was entertained in December 2018 at a massage parlor as 
described above.  
 
26. In 2018, this same third-party consultant was used to facilitate the sale of machinery 
outside of the tender process to SKT, an organization that operated as a dealer in the sale to DOH. 
Wirtgen Thailand paid the third-party approximately $46,205 and obtained the sale of 10 units of 
pneumatic tire rollers for approximately $924,104. 
 
27. Between 2018 through 2020, as a result of bribes made through the third-party 
consultant, Wirtgen Thailand obtained illicit profits of approximately $2.7 million on sales of 
machinery to SKT, DOH and DRR. 
 
Commercial Bribery of Customer A 
 
28. During this same time period, Wirtgen Thailand engaged in commercial bribery of 
Customer A by employing a similar scheme to secure sales of large industrial machines, which 
required the subsequent purchase of spare parts to keep them operational.  The bribes occurred in 
at least 2018 and 2019, and included improper gift and entertainment expenses, extravagant 
sightseeing vacations under the guise of “factory visit” trips and making cash payments disguised 
as “brokerage fees” to Customer A employees involved in procurement.  Wirtgen Thailand 
benefited from Customer A’s purchases of spare parts required to service machines purchased as a 
result of the bribe scheme through 2023.  
 
29. For instance, Wirtgen Thailand made cash payments to Customer A employees in 
2018 and 2019 totaling approximately $35,000, which it recorded on its books and records as 3% 
“brokerage payments” and “sales commissions.” This included cash for one Customer A employee 
who, along with three of his family members, was treated to several days of sightseeing in France 
and Germany as part of a “factory visit” trip to the Bauma construction machinery trade fair in 
April 2019.  Another cash payment was made to Customer A’s head of procurement. The 
payments, which were arranged by Wirtgen Thailand’s Managing Director and approved by its 
Managing Director for Southeast Asia, were paid to Customer A’s employees as a thank you for 
their “support” on purchases of machines from Wirtgen Thailand. 

 7 
 
30. Throughout 2018 and 2019, Wirtgen Thailand continued its bribery of Customer A 
employees by spending hundreds of thousands of dollars on “factory visit” trips where Wirtgen 
Thailand hosted representatives from Customer A and sometimes representatives of other 
companies and government agencies, ostensibly for the purpose of visiting its factory in Germany.  
Wirtgen Thailand had an unwritten practice of improperly rewarding foreign officials and 
employees of commercial customers that purchased spare parts at certain benchmarks with 
“factory visits” that included substantial sightseeing elements.   
 
31. For instance, in April 2018, two Customer A employees, one of whom received a 
cash bribe in connection with the 2018 machine sales, were treated to an eight-day sightseeing trip 
in Germany and Switzerland.  Wirtgen Thailand also paid for an executive of Customer A, a parts 
manager, to travel to Germany, Switzerland, and Italy over eight days in October 2018.  The 
company’s documentation for this trip referenced Customer A’s recent purchases of machines 
from Wirtgen and noted, “we still have potential for next project will [be] coming soon.” 
 
32. In April 2019, the same Customer A employee who received a cash bribe related to 
Customer A machine sales and attended the April 2018 sightseeing trip, was again treated to 
several days of sightseeing, this time in Germany and France. Three of his family members were 
included on the trip.  
 
33. Finally, two Customer A representatives participated in a 9-day tour of Germany, 
the Czech Republic, and Austria ostensibly as part of a “factory visit” trip in October 2019. 
 
34. In April 2019, Wirtgen Thailand also paid an employee of Customer A THB 70,000 
(approximately $2,000) for a “touring cost” related to an upcoming trip and promised to arrange 
“as much as” it could in future payments related to tours. Wirtgen Thailand’s Managing Director 
sent the company’s Finance Manager a screenshot of a text message confirming the THB 70,000 
cash payment and indicating it was more than the THB 30,000 cash bribe he had paid to the 
Customer A employee the last time.  At the instruction of the Managing Director for Wirtgen 
Thailand, the Finance Manager deposited the cash bribe into the bank account of the Customer A 
employee.   
 
35. Wirtgen Thailand also entertained Customer A employees, including the same 
Customer A parts manager treated to a sightseeing trip in October 2018, at massage parlors 
throughout 2018 to 2020, spending approximately $2,661.  
 
36. As a result of these bribes paid through cash, gifts, entertainment, and travel, 
Wirtgen Thailand made profits of approximately $1.5 million on $5.3 million in gross sales of 
machines and spare parts to Customer A from 2018 to 2023. 
 
LEGAL STANDARDS AND VIOLATIONS 
 
37. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-
and-desist order upon any person who is violating, has violated, or is about to violate any provision 

 8 
of the Exchange Act or any rule or regulation thereunder, and upon any other person that is, was, 
or would be a cause of the violation, due to an act or omission the person knew or should have 
known would contribute to such violation. 
 
38. The books and records provision of the FCPA, Section 13(b)(2)(A) of the Exchange 
Act, requires every issuer with a class of securities registered pursuant to Section 12 of the 
Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act, to 
make and keep books, records, and accounts which, in reasonable detail, accurately and fairly 
reflect their transactions and disposition of their assets.  15 U.S.C. § 78m(b)(2)(A).   
 
39. As described above, the improper payments were inaccurately recorded in Deere’s 
books and records as legitimate commissions and other business expenses, and its records further 
lacked sufficient detail and support to record payments to agents in Thailand as legitimate 
commissions and business expenses.  As a result, Deere violated Exchange Act Section 
13(b)(2)(A).  
 
40. Section 13(b)(2)(B) of the Exchange Act requires issuers that have a class of 
securities registered pursuant to Section 12 of the Exchange Act and issuers with reporting 
obligations pursuant to Section 15(d) of the Exchange Act to devise and maintain a system of 
internal accounting controls sufficient to provide reasonable assurances that (i) transactions are 
executed in accordance with management’s general or specific authorization; (ii) transactions are 
recorded as necessary (I) to permit preparation of financial statements in conformity with generally 
accepted accounting principles or any other criteria applicable to such statements, and (II) to 
maintain accountability for assets; (iii) access to assets is permitted only in accordance with 
management’s general or specific authorization; and (iv) the recorded accountability for assets is 
compared with the existing assets at reasonable intervals and appropriate action is taken with 
respect to any differences.  15 U.S.C. § 78m(b)(2)(B). 
 
41. Deere’s failure to fully integrate Wirtgen Thailand into its existing internal control 
system contributed to its failure to devise and maintain a sufficient system of internal accounting 
controls with respect to employee expense reimbursements, third party payments, and gifts, travel, 
and entertainment.  As illustrated by the conduct described above, those controls were insufficient 
to detect or prevent these improper payments that occurred for a period of several years.  By this 
conduct, Deere violated Exchange Act Section 13(b)(2)(B). 
    
DISGORGEMENT AND CIVIL PENALTIES 
 
42. The disgorgement and prejudgment interest ordered in Section IV below is 
consistent with equitable principles, does not exceed Respondent’s net profits from its violations, 
and returning the money to Respondent would be inconsistent with equitable principles.  
Therefore, in these circumstances, distributing disgorged funds to the U. S. Treasury is the most 
equitable alternative.  The disgorgement and prejudgment interest ordered in Section IV below 
shall be transferred to the general fund of the U. S. Treasury, subject to Section 21F(g)(3) of the 
Exchange Act. 

 9 
COOPERATION AND REMEDIATION 
  
43. In determining to accept the Offer, the Commission considered remedial acts 
promptly undertaken by Respondent and cooperation afforded the Commission staff.  
Respondent’s cooperation included providing translations of certain relevant documents, making 
current and former employees available to the Commission staff, including witnesses located 
overseas, and timely providing the details of facts developed during its internal investigation, 
including the sharing of forensic accounting analysis, relevant emails and company documents, 
and information pertaining to current and former employees.  
 
44. Respondent’s remediation included termination of employees responsible for the 
misconduct and initiating significant improvements to its internal audit and compliance programs. 
Respondent revised its Code of Business Conduct, including its anti-bribery and corruption and 
travel policies, and introduced new compliance initiatives, including the circulation of a 
companywide bi-monthly compliance newsletter and a new podcast dedicated to discussion of 
compliance issues. Respondent also increased training on anti-bribery issues. Respondent has also 
undertaken an analysis of its compliance program and continues to make improvements utilizing 
anticorruption risk assessments, internal audits and enhanced internal accounting controls related to 
third party management.   
 
      IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Sections 
13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 
 
B. Respondent shall, within fourteen days of the entry of this Order, pay disgorgement 
of $4,343,401 and prejudgment interest of $1,086,954, and a civil monetary penalty 
in the amount of $4,500,000 for a total of $9,930,355 to the Securities and 
Exchange Commission for transfer to the general fund of the United States 
Treasury, subject to Exchange Act Section 21F(g)(3).  If timely payment is not 
made, additional interest shall accrue on the disgorgement and prejudgment interest 
pursuant to SEC Rule of Practice 600, and on the civil monetary penalty pursuant to 
31 U.S.C. § 3717.   
 
C. Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request.  
 

 10 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Deere & Company as a Respondent in these proceedings, and the file number of these proceedings; 
a copy of the cover letter and check or money order must be sent to Tracy L. Price, Deputy Chief, 
FCPA Unit, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, 
Washington, DC 20549-5631.   
 
 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors based 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No.  100984 / September 10, 2024 

 

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 4518 / September 10, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22102 

 

 

In the Matter of 

 

DEERE & COMPANY, 

 

Respondent. 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER  

  

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Deere & Company (“Deere” or “Respondent”).  

 

II. 

 

 In anticipation of the institution of these proceedings, Deere has submitted an Offer of 

Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, Respondent consents to the entry of this Order Instituting Cease-And-Desist Proceedings 

Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 

Cease-And-Desist Order (“Order”), as set forth below. 



 2 

III. 

 

 On the basis of this Order and Respondent’s Offer of Settlement, the Commission finds1 

that:  

 

SUMMARY 

  

1. This matter concerns violations of the books and records and internal accounting 

controls provisions of the Foreign Corrupt Practices Act of 1977 (the “FCPA”) by Deere, a global 

agricultural machinery manufacturer, through its wholly owned subsidiary, Wirtgen Thailand.  

From at least late 2017 through 2020, Wirtgen Thailand made improper payments to foreign 

officials at multiple government entities, including the Royal Thai Air Force and the Department of 

Highways, to win business, and during the same period also engaged in commercial bribery.  

 

2. The improper payments took various forms, including cash, sham consulting fees, 

extravagant “factory visit” trips to foreign countries, meals, entertainment at massage parlors, and 

others.  The misconduct involved now former high level regional managers and employees and 

occurred during a period in which Deere failed to complete the full integration of this acquired 

subsidiary into its compliance program and overall control environment.  As a result of this 

misconduct, Deere obtained an improper benefit of approximately $4.3 million and violated the 

books and records and internal accounting controls provisions of the FCPA. 

 

RESPONDENT 

 

3. Deere & Company (“Deere”) is a Delaware corporation with its principal place of 

business in Moline, Illinois.  Deere is a global manufacturer of agricultural machinery and heavy 

equipment.  Deere’s common stock is, and throughout the relevant period was, registered with the 

Commission under Section 12(b) of the Exchange Act and trades on the New York Stock 

Exchange under ticker symbol DE.   

 

OTHER RELEVANT ENTITIES 

 

4. Wirtgen Group (“Wirtgen”) was a privately held company headquartered in 

Windhagen, Germany, and engaged in the business of manufacturing road equipment.  In 

December 2017, Wirtgen was acquired by and became a wholly owned subsidiary of Deere, and its 

books and records are consolidated into the books and records of Deere.  Deere conducts business 

in Thailand through Wirtgen’s subsidiary, Wirtgen Thailand.  

 

5. Customer A is a private company that handles construction, project management, 

and design of large-scale infrastructure projects in Thailand.  

 

                                                 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 

person or entity in this or any other proceeding. 

 

 



 3 

6. Department of Rural Roads (“DRR”) is a department of the Thai government under 

the Ministry of Transport.  It oversees the maintenance of rural roads in Thailand. 

 

7. Department of Highways (“DOH”) is a department of the Thai government under 

the Ministry of Transport.  It is responsible for the maintenance of national highways in Thailand. 

 

8. Royal Thai Air Force (“RTAF”) was established in 1913 and is the air force of the 

Kingdom of Thailand. 

 

FACTS 

 

Wirtgen Thailand was Awarded Multiple Government Tenders as a Result of Numerous 

Bribery Schemes 

 

9. To win tenders with government agencies RTAF, DOH, and DRR, Wirtgen 

Thailand engaged in bribery through several different mechanisms, including entertaining 

government officials at massage parlors, hosting officials on elaborate sightseeing expeditions 

disguised as “factory visit” trips, and making cash payments to officials both directly and through 

the use of a third-party agent.  These payments were in violation of company policies and were 

falsely recorded on the company’s books and records as legitimate expenses. 

 

Bribery of RTAF, DOH, and DRR Through Improper Entertainment Expenses 

10. From at least late 2017 through 2020, Wirtgen Thailand regularly entertained 

foreign officials from RTAF, DOH, and DRR at several massage parlors in Thailand, in violation 

of Wirtgen Group’s Code of Business Conduct prohibiting giving “absolutely anything” to 

improperly influence a government official.  Many of these massage parlor entertainment 

expenses, which were submitted for approval by Wirtgen Thailand’s Managing Director and his 

sales team, contained round number denominations and lacked specificity.  In several instances, 

names of additional Wirtgen Thailand employees were added to expense receipts to make the 

expenses appear more reasonable, when in fact those employees were not present at the massage 

parlors.  These expenses reports were then routinely approved by Wirtgen’s Managing Director for 

Southeast Asia or its Managing Director in Thailand, without regard for compliance with Deere’s 

policies and procedures relating to entertainment of government officials and the true purpose for 

the payments. 

 

11. Expense reports from at least November 2019 through March 2020 describe 

expenses incurred at several massage parlors in Thailand in order to improperly influence officials 

of the Royal Thai Air Force while bidding on tenders.  Listed as an attendee at massage parlor 

visits in December 2019, and again in March 2020, was a high level RTAF officer in charge of 

drafting and awarding tenders.  Other expense reports, submitted and approved in November 2019 

and February 2020, reflect massage parlor services provided to another high-ranking officer of the 

RTAF.  The company entertained RTAF officials at massage parlors in exchange for obtaining 

information about the tender process and specific bidding requirements for tenders they were 



 4 

actively bidding on.  As a result, Wirtgen Thailand was awarded two RTAF tenders in March and 

April 2020 for approximately $665,000.  

 

12. Similarly, Wirtgen Thailand incurred massage parlor expenses from at least 2017 

through 2019, to host representatives from DOH tender committees, including a March 9, 2017, 

expense for “Department of Highway – Group of 15 persons from DOH Committee…”  Another 

expense report submitted for approval in July 2018, noted only “entertainment” of DOH.   

 

13. As with the RTAF tenders, this entertainment was provided by Wirtgen Thailand’s 

Managing Director in order to improperly influence the outcome of an upcoming DOH tender.  

The Managing Director noted in August 2018, “Finally, we have 1st succeed to step in this tender 

since 3 years tried to add qualification to the DOH tender.”  The “DOH Team” was again taken to 

a massage parlor by the Wirtgen Thailand Managing Director in September 2018 and December 

2018, and the subsequent expense reports noted only “entertainment” in round numbers.   

 

14. Wirtgen Thailand won multiple tenders from DOH during this time period, 

including a December 2018 tender for $2,303,294, an October 2019 tender for $498,567, and a 

November 2019, tender for $1,451,432. 

 

15. Wirtgen Thailand also provided improper benefits at massage parlors to officials of 

the Department of Rural Roads in December 2019 in order to influence the award of tenders.  

Wirtgen Thailand was subsequently awarded a tender by the DRR in April 2020, for $1,283,905.  

Two of the four DRR signatories on that tender were recipients of entertainment by Wirtgen 

Thailand at this December 2019 massage parlor visit.  In an email to his supervisor, Wirtgen 

Thailand’s Managing Director noted “after a few months fighting to get this deal done, I did 

whatever channel and opportunities to turn back the tender result, we finally got the judgment to 

agree with DRR decision.” 

 

16. The expenses incurred to provide massage parlor services to officials at RTAF, 

DOH, and DRR between 2017 and 2020, were done to improperly influence tender awards, but 

nonetheless were approved by Wirtgen Thailand’s Managing Director and Wirtgen’s Managing 

Director for Southeast Asia.  None of these over $58,000 in expenses complied with the company’s 

policies and procedures relating to entertainment of government officials, none followed proper 

approval processes for such interactions, and all were improperly booked as legitimate business 

expenses.   

 

Bribery of DOH Through Sightseeing Trip Disguised as “Factory Visit” 

 

17. In October 2019, Wirtgen Thailand paid for four foreign officials from the 

Department of Highways, including a member of the DOH procurement committee, and two of 

their spouses, to travel to its facilities in Germany.  This “factory visit” was allegedly for the 

purpose of learning more about the company’s equipment.  The invoice accompanying the 

expenses for this trip described the purpose of the trip as being “to visit factory.”  However, the 

itinerary for this trip indicated that no factory visit took place.  Instead, the trip solely consisted of 

sightseeing in Switzerland, including travel to Interlaken, Zermatt, and Lake Lucerne, as well as 



 5 

shopping and touring in the Alps, with stays in luxury hotels at each stop.  Deere spent 

approximately $47,500 entertaining DOH officials on this sightseeing spree to win lucrative 

tenders. 

 

18. During the trip, which lasted for eight days, Wirtgen Thailand submitted a bid on a 

DOH tender.  On October 16, 2019, just after the sightseeing trip ended, Wirtgen was awarded that 

tender, valued at approximately $498,567.  Wirtgen was then awarded a second tender worth 

$1,451,432 one month later, on November 20, 2019. 

 

19. During this period, Deere had policies governing visits by non-U.S. government 

officials to its factories and facilities which required the provision of a variety of information in 

connection with seeking approval.  This included details regarding the purpose of each visit, an 

agenda, names of government officials in attendance, whether any gifts or entertainment would be 

provided, and information about overall accommodations and cost.  Wirtgen Thailand did not 

provide the required information and did not obtain prior authorization for the DOH trip.  Instead, 

the expenses associated with this trip were knowingly approved and justified by Wirtgen’s 

Managing Director for Southeast Asia because the company needed to “gain information and build 

rapport” with government customers.   

 

Bribery of Government Officials in Thailand Through Cash Payments and a Third-Party 

Agent 

 

20. From 2018 to 2020, Wirtgen Thailand also made direct cash payments and 

payments made through a third-party agent to bribe government officials at DOH, DRR, and 

RTAF on numerous occasions to obtain business.   

 

21. For instance, in April 2019, Wirtgen Thailand’s Managing Director texted the 

company’s Finance Manager “re DOH … will have candy money for you too, next week…. Re 

DRR I will have to discuss it again.”  With respect to these cash bribes, the Managing Director 

instructed the Finance Manager to “Liaise with DOH…. Prepare 5 envelopes.  And withdraw cash.  

You may take THB 100,000 first.  For use on the delivery date.”  The Finance Manager 

subsequently asked, “For the five envelopes should I go ahead and put [THB] 20,000 in each?” to 

which the Managing Director replied that he would do it himself. 

 

22. In addition to directly paying cash bribes, Wirtgen Thailand used a third-party 

consultant to assist in paying bribes to government officials at DOH and DRR in order to secure 

four lucrative tenders for machine sales worth approximately $4.67 million. For each tender, 

Wirtgen Thailand entered into a sham commission agreement with the third-party consultant, 

which provided no legitimate services and was simply a conduit for paying bribes to the Thai 

government officials.   

 

23. The sham commission agreements authorized payments of approximately $285,129 

and were signed by the Managing Director of Wirtgen Thailand. Wirtgen Thailand’s Finance 

Manager also signed the sham commission agreement related to the DRR tender. Prior to the 



 6 

signing of the commission agreements, Wirtgen Thailand’s Managing Director submitted 

Applications for Approval of Commissions to another Manager in Thailand.   

 

24. Communications between Wirtgen Thailand’s Managing Director and its Finance 

Manager refer to a series of bribe payments made by the third-party consultant on Wirtgen’s behalf 

to numerous government officials, including cash bribes to the new director of DOH, the former 

director of DOH, and a set of golf clubs given to the deputy director of DRR.  All of these 

improper payments were made in connection with a 2020 DRR tender.  

 

25. Wirtgen Thailand’s commission agreement with the third-party consultant in 

connection with the DRR tender contained bank account information on where to direct the 

commission payment.  The account holder was a senior official of DOH who, along with his wife, 

had also gone on the nine-day sightseeing and “factory visit” trip to Germany, Prague and Austria 

in October 2019, and this same official was entertained in December 2018 at a massage parlor as 

described above.  

 

26. In 2018, this same third-party consultant was used to facilitate the sale of machinery 

outside of the tender process to SKT, an organization that operated as a dealer in the sale to DOH. 

Wirtgen Thailand paid the third-party approximately $46,205 and obtained the sale of 10 units of 

pneumatic tire rollers for approximately $924,104. 

 

27. Between 2018 through 2020, as a result of bribes made through the third-party 

consultant, Wirtgen Thailand obtained illicit profits of approximately $2.7 million on sales of 

machinery to SKT, DOH and DRR. 

 

Commercial Bribery of Customer A 

 

28. During this same time period, Wirtgen Thailand engaged in commercial bribery of 

Customer A by employing a similar scheme to secure sales of large industrial machines, which 

required the subsequent purchase of spare parts to keep them operational.  The bribes occurred in 

at least 2018 and 2019, and included improper gift and entertainment expenses, extravagant 

sightseeing vacations under the guise of “factory visit” trips and making cash payments disguised 

as “brokerage fees” to Customer A employees involved in procurement.  Wirtgen Thailand 

benefited from Customer A’s purchases of spare parts required to service machines purchased as a 

result of the bribe scheme through 2023.  

 

29. For instance, Wirtgen Thailand made cash payments to Customer A employees in 

2018 and 2019 totaling approximately $35,000, which it recorded on its books and records as 3% 

“brokerage payments” and “sales commissions.” This included cash for one Customer A employee 

who, along with three of his family members, was treated to several days of sightseeing in France 

and Germany as part of a “factory visit” trip to the Bauma construction machinery trade fair in 

April 2019.  Another cash payment was made to Customer A’s head of procurement. The 

payments, which were arranged by Wirtgen Thailand’s Managing Director and approved by its 

Managing Director for Southeast Asia, were paid to Customer A’s employees as a thank you for 

their “support” on purchases of machines from Wirtgen Thailand. 



 7 

 

30. Throughout 2018 and 2019, Wirtgen Thailand continued its bribery of Customer A 

employees by spending hundreds of thousands of dollars on “factory visit” trips where Wirtgen 

Thailand hosted representatives from Customer A and sometimes representatives of other 

companies and government agencies, ostensibly for the purpose of visiting its factory in Germany.  

Wirtgen Thailand had an unwritten practice of improperly rewarding foreign officials and 

employees of commercial customers that purchased spare parts at certain benchmarks with 

“factory visits” that included substantial sightseeing elements.   

 

31. For instance, in April 2018, two Customer A employees, one of whom received a 

cash bribe in connection with the 2018 machine sales, were treated to an eight-day sightseeing trip 

in Germany and Switzerland.  Wirtgen Thailand also paid for an executive of Customer A, a parts 

manager, to travel to Germany, Switzerland, and Italy over eight days in October 2018.  The 

company’s documentation for this trip referenced Customer A’s recent purchases of machines 

from Wirtgen and noted, “we still have potential for next project will [be] coming soon.” 

 

32. In April 2019, the same Customer A employee who received a cash bribe related to 

Customer A machine sales and attended the April 2018 sightseeing trip, was again treated to 

several days of sightseeing, this time in Germany and France. Three of his family members were 

included on the trip.  

 

33. Finally, two Customer A representatives participated in a 9-day tour of Germany, 

the Czech Republic, and Austria ostensibly as part of a “factory visit” trip in October 2019. 

 

34. In April 2019, Wirtgen Thailand also paid an employee of Customer A THB 70,000 

(approximately $2,000) for a “touring cost” related to an upcoming trip and promised to arrange 

“as much as” it could in future payments related to tours. Wirtgen Thailand’s Managing Director 

sent the company’s Finance Manager a screenshot of a text message confirming the THB 70,000 

cash payment and indicating it was more than the THB 30,000 cash bribe he had paid to the 

Customer A employee the last time.  At the instruction of the Managing Director for Wirtgen 

Thailand, the Finance Manager deposited the cash bribe into the bank account of the Customer A 

employee.   

 

35. Wirtgen Thailand also entertained Customer A employees, including the same 

Customer A parts manager treated to a sightseeing trip in October 2018, at massage parlors 

throughout 2018 to 2020, spending approximately $2,661.  

 

36. As a result of these bribes paid through cash, gifts, entertainment, and travel, 

Wirtgen Thailand made profits of approximately $1.5 million on $5.3 million in gross sales of 

machines and spare parts to Customer A from 2018 to 2023. 

 

LEGAL STANDARDS AND VIOLATIONS 

 

37. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-

and-desist order upon any person who is violating, has violated, or is about to violate any provision 



 8 

of the Exchange Act or any rule or regulation thereunder, and upon any other person that is, was, 

or would be a cause of the violation, due to an act or omission the person knew or should have 

known would contribute to such violation. 

 

38. The books and records provision of the FCPA, Section 13(b)(2)(A) of the Exchange 

Act, requires every issuer with a class of securities registered pursuant to Section 12 of the 

Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act, to 

make and keep books, records, and accounts which, in reasonable detail, accurately and fairly 

reflect their transactions and disposition of their assets.  15 U.S.C. § 78m(b)(2)(A).   

 

39. As described above, the improper payments were inaccurately recorded in Deere’s 

books and records as legitimate commissions and other business expenses, and its records further 

lacked sufficient detail and support to record payments to agents in Thailand as legitimate 

commissions and business expenses.  As a result, Deere violated Exchange Act Section 

13(b)(2)(A).  

 

40. Section 13(b)(2)(B) of the Exchange Act requires issuers that have a class of 

securities registered pursuant to Section 12 of the Exchange Act and issuers with reporting 

obligations pursuant to Section 15(d) of the Exchange Act to devise and maintain a system of 

internal accounting controls sufficient to provide reasonable assurances that (i) transactions are 

executed in accordance with management’s general or specific authorization; (ii) transactions are 

recorded as necessary (I) to permit preparation of financial statements in conformity with generally 

accepted accounting principles or any other criteria applicable to such statements, and (II) to 

maintain accountability for assets; (iii) access to assets is permitted only in accordance with 

management’s general or specific authorization; and (iv) the recorded accountability for assets is 

compared with the existing assets at reasonable intervals and appropriate action is taken with 

respect to any differences.  15 U.S.C. § 78m(b)(2)(B). 

 

41. Deere’s failure to fully integrate Wirtgen Thailand into its existing internal control 

system contributed to its failure to devise and maintain a sufficient system of internal accounting 

controls with respect to employee expense reimbursements, third party payments, and gifts, travel, 

and entertainment.  As illustrated by the conduct described above, those controls were insufficient 

to detect or prevent these improper payments that occurred for a period of several years.  By this 

conduct, Deere violated Exchange Act Section 13(b)(2)(B). 

    

DISGORGEMENT AND CIVIL PENALTIES 

 

42. The disgorgement and prejudgment interest ordered in Section IV below is 

consistent with equitable principles, does not exceed Respondent’s net profits from its violations, 

and returning the money to Respondent would be inconsistent with equitable principles.  

Therefore, in these circumstances, distributing disgorged funds to the U. S. Treasury is the most 

equitable alternative.  The disgorgement and prejudgment interest ordered in Section IV below 

shall be transferred to the general fund of the U. S. Treasury, subject to Section 21F(g)(3) of the 

Exchange Act. 



 9 

COOPERATION AND REMEDIATION 

  

43. In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by Respondent and cooperation afforded the Commission staff.  

Respondent’s cooperation included providing translations of certain relevant documents, making 

current and former employees available to the Commission staff, including witnesses located 

overseas, and timely providing the details of facts developed during its internal investigation, 

including the sharing of forensic accounting analysis, relevant emails and company documents, 

and information pertaining to current and former employees.  

 

44. Respondent’s remediation included termination of employees responsible for the 

misconduct and initiating significant improvements to its internal audit and compliance programs. 

Respondent revised its Code of Business Conduct, including its anti-bribery and corruption and 

travel policies, and introduced new compliance initiatives, including the circulation of a 

companywide bi-monthly compliance newsletter and a new podcast dedicated to discussion of 

compliance issues. Respondent also increased training on anti-bribery issues. Respondent has also 

undertaken an analysis of its compliance program and continues to make improvements utilizing 

anticorruption risk assessments, internal audits and enhanced internal accounting controls related to 

third party management.   

 

      IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Sections 

13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. 

 

B. Respondent shall, within fourteen days of the entry of this Order, pay disgorgement 

of $4,343,401 and prejudgment interest of $1,086,954, and a civil monetary penalty 

in the amount of $4,500,000 for a total of $9,930,355 to the Securities and 

Exchange Commission for transfer to the general fund of the United States 

Treasury, subject to Exchange Act Section 21F(g)(3).  If timely payment is not 

made, additional interest shall accrue on the disgorgement and prejudgment interest 

pursuant to SEC Rule of Practice 600, and on the civil monetary penalty pursuant to 

31 U.S.C. § 3717.   

 

C. Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request.  

 



 10 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Deere & Company as a Respondent in these proceedings, and the file number of these proceedings; 

a copy of the cover letter and check or money order must be sent to Tracy L. Price, Deputy Chief, 

FCPA Unit, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, 

Washington, DC 20549-5631.   

 

 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary 

http://www.sec.gov/about/offices/ofm.htm

	UNITED STATES OF AMERICA