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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1999
Commission file no: 1-6458
_________________________
JOHN DEERE CAPITAL CORPORATION
Delaware 36-2386361
(State of incorporation) (IRS employer identification no.)
1 East First Street, Suite 600
Reno, Nevada 89501
(Address of principal executive offices)
Telephone Number: (702) 786-5527
________________________________
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes x No
--- ---
At April 30, 1999, 2,500 shares of common stock,
without par value, of the registrant were outstanding, all of
which were owned by John Deere Credit Company, a wholly-owned
subsidiary of Deere & Company.
The registrant meets the conditions set forth in
General Instruction H(1)(a) and (b) of Form 10-Q and is
therefore filing this Form with certain reduced disclosures as
permitted by those instructions.
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Page 1 of 16 Pages
Index to Exhibits: Page 15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
John Deere Capital Corporation and Subsidiaries
Statements of Consolidated Income and Retained Earnings
(Unaudited)
(in millions)
Three Months Ended Six Months Ended
April 30, April 30,
1999 1998 1999 1998
-----------------------------------
Revenues
Finance income earned
on retail notes $ 108.0 $ 107.2 $ 203.7 $ 211.6
Lease revenues 64.0 44.8 122.9 84.5
Revolving charge account
income 26.5 24.6 53.7 49.9
Finance income earned on
wholesale notes 15.5 14.4 34.4 28.3
Securitization and
servicing fee income 6.8 6.6 15.6 14.4
Net gain on retail notes
sold 9.5 10.5 15.3 12.6
Interest income from
short-term investments 2.0 2.4 4.6 5.0
Other income 4.3 3.0 7.6 5.4
- - ------------------------------------------------------------
Total revenues 236.6 213.5 457.8 411.7
- - ------------------------------------------------------------
Expenses
Interest expense 92.4 91.1 178.4 179.4
Operating expenses:
Administrative and
operating expenses 32.7 28.5 61.1 55.0
Provision for credit
losses 14.6 15.2 25.9 24.5
Fees paid to John Deere 3.0 2.7 6.1 5.9
Depreciation of equipment
on operating leases 38.6 25.4 73.8 48.8
- - ------------------------------------------------------------
Total operating
expenses 88.9 71.8 166.9 134.2
- - ------------------------------------------------------------
Total expenses 181.3 162.9 345.3 313.6
- - ------------------------------------------------------------
Income of consolidated group
before income taxes 55.3 50.6 112.5 98.1
Provision for income taxes 19.0 17.9 39.2 34.6
- - ------------------------------------------------------------
Income of consolidated group 36.3 32.7 73.3 63.5
Equity in income of
unconsolidated affiliates .2 .2 .6
- - ------------------------------------------------------------
Net income 36.5 32.9 73.9 63.5
Cash dividends declared (5.0) (12.5) (10.0) (25.0)
Retained earnings at
beginning of period 838.8 723.3 806.4 705.2
- - ------------------------------------------------------------
Retained earnings at
end of period $ 870.3 $ 743.7 $ 870.3 $ 743.7
= ============================================================
See Notes to Interim Financial Statements.
Page 2
<PAGE>
John Deere Capital Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(in millions)
April 30, October 31, April 30,
1999 1998 1998
----------------------------------
Assets
Cash and cash equivalents $ 196.3 $ 191.1 $ 188.6
Receivables and leases:
Retail notes 4,849.1 3,839.4 4,671.1
Revolving charge accounts 730.0 751.1 627.0
Wholesale notes 877.6 803.9 669.7
Financing leases 254.5 241.8 218.1
- - -------------------------------------------------------------
Total receivables 6,711.2 5,636.2 6,185.9
Equipment on operating
leases -- net 1,066.2 891.5 712.2
- - -------------------------------------------------------------
Total receivables and
leases 7,777.4 6,527.7 6,898.1
Allowance for credit losses (87.8) (81.3) (85.7)
- - -------------------------------------------------------------
Total receivables and
leases -- net 7,689.6 6,446.4 6,812.4
- - -------------------------------------------------------------
Other receivables 87.5 154.8 133.6
Investment in unconsolidated
affiliates 9.8 20.0 17.5
Other assets 93.6 54.1 73.3
- - -------------------------------------------------------------
Total Assets $8,076.8 $6,866.4 $7,225.4
= =============================================================
Liabilities and Stockholder's Equity
Short-term borrowings:
Commercial paper $1,891.4 $1,672.0 $2,131.7
John Deere 34.2 59.9 229.5
Current maturities of
long-term borrowings 1,977.3 1,678.5 1,632.5
Other notes payable 6.8 5.2
- - -------------------------------------------------------------
Total short-term
borrowings 3,902.9 3,417.2 3,998.9
- - -------------------------------------------------------------
Accounts payable and accrued
liabilities:
Accrued interest on debt 38.9 45.5 41.0
Other payables 287.4 229.7 220.2
- - -------------------------------------------------------------
Total accounts payable and
accrued liabilities 326.3 275.2 261.2
- - -------------------------------------------------------------
Deposits withheld from dealers
and merchants 123.3 156.4 143.9
- - -------------------------------------------------------------
Long-term borrowings:
Senior debt 2,591.1 1,949.2 1,815.2
Subordinated debt 150.0 150.0 150.0
- - -------------------------------------------------------------
Total long-term borrowings 2,741.1 2,099.2 1,965.2
- - -------------------------------------------------------------
Total liabilities 7,093.6 5,948.0 6,369.2
- - -------------------------------------------------------------
Stockholder's equity
Common stock, without par value
(issued and outstanding --
2,500 shares owned by
John Deere Credit Company) 112.8 112.8 112.8
Retained earnings 870.3 806.4 743.7
Cumulative translation
adjustment .1 (.8) (.3)
- - -------------------------------------------------------------
Total stockholder's equity 983.2 918.4 856.2
- - -------------------------------------------------------------
Total Liabilities and
Stockholder's Equity $8,076.8 $6,866.4 $7,225.4
= =============================================================
See Notes to Interim Financial Statements.
Page 3
<PAGE>
John Deere Capital Corporation and Subsidiaries
Statements of Consolidated Cash Flows
(Unaudited)
(in millions)
Six Months Ended April 30,
1999 1998
-------------------------
Cash Flows from Operating Activities:
Net income $ 73.9 $ 63.5
Adjustments to reconcile net
income to net cash provided
by operating activities:
Provision for credit losses 25.9 24.5
Provision for depreciation 75.3 50.3
Equity in income of
unconsolidated affiliates (.6)
Other (40.8) 2.1
- - ------------------------------------------------------------
Net cash provided by
operating activities 133.7 140.4
- - ------------------------------------------------------------
Cash Flows from Investing Activities:
Cost of receivables and leases
acquired (4,010.4) (3,590.0)
Collections of receivables 2,847.0 2,678.5
Proceeds from sales of receivables 297.4 243.4
Other 36.0 45.2
- - ------------------------------------------------------------
Net cash used for
investing activities (830.0) (622.9)
- - ------------------------------------------------------------
Cash Flows from Financing Activities:
Increase in commercial paper 166.5 139.8
Change in receivable/payable
with John Deere (33.0) (124.4)
Change in other notes payable (6.8) 2.8
Proceeds from issuance of
long-term borrowings 1,500.0 781.0
Principal payments on long-term
borrowings (915.2) (307.5)
Dividends paid (10.0) (25.0)
- - ------------------------------------------------------------
Net cash provided by
financing activities 701.5 466.7
- - ------------------------------------------------------------
Net increase (decrease) in cash
and cash equivalents 5.2 (15.8)
Cash and cash equivalents at
beginning of period 191.1 204.4
- - ------------------------------------------------------------
Cash and cash equivalents at
end of period $ 196.3 $ 188.6
= ============================================================
See Notes to Interim Financial Statements.
Page 4
<PAGE>
John Deere Capital Corporation and Subsidiaries
Notes to Interim Financial Statements
(1) The consolidated financial statements of John Deere
Capital Corporation (Capital Corporation) and its subsidiaries
(the Company) have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote
disclosures normally included in annual financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted as permitted by such
rules and regulations. All adjustments, consisting of normal
recurring adjustments, have been included. Management believes
that the disclosures are adequate to present fairly the
financial position, results of operations and cash flows at the
dates and for the periods presented. It is suggested that
these interim financial statements be read in conjunction with
the financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K. Results for
interim periods are not necessarily indicative of those to be
expected for the fiscal year.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
and related disclosures. Actual results could differ from
those estimates.
(2) On February 1, 1999, the Company purchased the remaining 50
percent interest in John Deere Credit Limited (JDCL) located in
Gloucester, England from Farming and Agricultural Finance
Limited (FAF), a subsidiary of Lombard North Central Plc, for
approximately $18 million, which included a premium on
portfolios owned by JDCL of approximately $2 million. In
addition, the Company acquired an installment receivable
portfolio from FAF and began administering a separate
receivable portfolio of FAF in exchange for a servicing fee. An
additional $2 million was paid representing a premium on the
FAF receivable portfolio. Both of these premiums will be
amortized to expense over approximately three years. The
purchase of JDCL and the acquisition of FAF's receivable
portfolio added approximately $437 million to the Company's net
agricultural installment portfolio owned at acquisition date.
(3) The principal business of the Company is providing and
administering financing for retail purchases of new and used
equipment manufactured by Deere & Company's agricultural,
construction and commercial and consumer equipment divisions.
The Company purchases retail installment sales and loan
contracts (retail notes) from Deere & Company and its wholly-
owned subsidiaries (collectively called John Deere). John Deere
acquires these retail notes through independent John Deere
retail dealers. The Company also purchases and finances certain
agricultural, construction and lawn and grounds care retail
notes unrelated to John Deere. In addition, the Company
purchases and finances recreational product retail notes
acquired from independent dealers and marine product mortgage
service companies (recreational product retail notes). The
Company also leases equipment to retail customers, finances and
services revolving charge accounts acquired from and offered
through merchants or farm input providers in the agricultural,
construction, lawn and grounds care and yacht markets (revolving
charge accounts), and provides wholesale financing for
inventories of recreational vehicles, manufactured housing
units, yachts, John Deere engines, and John Deere agricultural
and John Deere construction equipment owned by dealers of those
products (wholesale notes). Retail notes, revolving charge
accounts, financing leases and wholesale notes receivable are
collectively called "Receivables." Receivables and operating
leases are collectively called "Receivables and Leases."
(4) The Company's ratio of earnings before fixed charges to
fixed charges was 1.59 to 1 for the second quarter of 1999
compared with 1.55 to 1 for the second quarter of 1998. The
ratio of earnings before fixed charges to fixed charges was
1.62 to 1 for the first six months of 1999 and 1.54 to 1 for
the first six months of 1998. "Earnings before fixed charges"
consist of income before income
Page 5
<PAGE>
taxes, the cumulative effect of changes in accounting and fixed
charges. "Fixed charges" consist of interest on indebtedness,
amortization of debt discount and expense, an estimated amount
of rental expense under capitalized leases which is deemed to
be representative of the interest factor and rental expense
under operating leases.
(5) In the first quarter of 1999, the Company adopted
Financial Accounting Standards Board (FASB) Statement No. 130,
Reporting Comprehensive Income. Comprehensive income includes
all changes in the Company's equity during the period, except
transactions with stockholders of the Company. Comprehensive
income for the first six months of 1999 and 1998 consisted of
the following in millions of dollars:
Three Months Ended Six Months Ended
April 30, April 30,
1999 1998 1999 1998
------------------------------------
Net Income $36.5 $32.9 $73.9 $63.5
Change in cumulative
translation adjustment .9 .9 (.1)
------------------------------------
Comprehensive income $37.4 $32.9 $74.8 $63.4
====================================
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations
Net income was $36.5 million in the second quarter and $73.9
million for the first six months of 1999, compared with $32.9
million and $63.5 million for the same periods last year. The
1999 second quarter and year-to-date results benefited from
higher income on an 8 percent increase in the average balance
of Receivables and Leases financed during the first six months
and a reduction in leverage position, partially offset by
higher operating expenses. In addition, year-to-date results
benefited from higher gains on the sales of retail notes.
Revenues totaled $236.6 million and $457.8 million for the
second quarter and for the first six months, respectively, of
1999, compared to $213.5 million and $411.7 million for the
same periods a year ago. Finance income earned on retail notes
totaled $203.7 million for the first six months of 1999,
compared to $211.6 million for the same period in 1998. This
decrease was primarily the result of a 6 percent lower average
retail note portfolio outstanding due to recreational product
retail note sales over the last twelve months. Lease revenues
increased $38.4 million, to $122.9 million in the first six
months of 1999, from $84.5 million in the first six months of
1998, due to a 50 percent increase in the average balance of
equipment on operating leases and financing leases. Finance
income earned on wholesale notes increased $6.1 million, to
$34.4 million for the first six months of 1999, from $28.3
million in the first six months of 1998. This increase was
primarily the result of continued growth in the financing for
inventories of John Deere construction equipment, used
agricultural equipment, yachts and recreational vehicles.
Net gains on the sales of retail notes, including adjustments
to prior sales, totaled $9.5 million and $15.3 million for the
second quarter and for the first six months of 1999, compared
to $10.5 million and $12.6 million for the same periods a year
ago. The year-to-date increase is primarily related to the
increased sale of recreational vehicle retail notes in the
first six months of 1999, compared to the same period last
year. Additional sales of retail notes are expected to be made
in the future.
Interest expense totaled $92.4 million for the second quarter
of 1999 and $178.4 million for the first six months of 1999,
compared to $91.1 million and $179.4 million for the same
periods in 1998. This decrease in the first six months of 1999
is primarily due to a reduction in the weighted average annual
interest rate incurred on all interest-bearing borrowings from
6.2 percent for the first six months of 1998 to 5.9 percent
Page 6
<PAGE>
for the first six months of 1999. This decrease was mostly
offset by higher average borrowings of $6.040 billion in the
first six months of 1999, compared to $5.667 billion in the
first six months of 1998.
Administrative and operating expenses were $32.7 million in the
second quarter of 1999 and $61.1 million for the first six
months of 1999, compared with $28.5 million and $55.0 million
for the same periods in 1998. These increases were
attributable to the costs associated with administering a
larger Receivables and Lease portfolio as well as higher
employment costs relating to the increasing level of new
acquisition volumes. Depreciation of equipment on operating
leases increased to $38.6 million in the second quarter of 1999
and $73.8 million for the first six months of 1999, compared to
$25.4 million and $48.8 million for the same periods in 1998,
as a result of the increase in operating leases financed.
During the second quarter and the first six months of 1999, the
provision for credit losses totaled $14.6 million and $25.9
million, respectively, compared with $15.2 million and $24.5
million in the same periods last year. This increase in the
provision for credit losses for the first six months of 1999
was primarily the result of an increase in the average
portfolio of Receivables and Leases financed, which was
partially offset by lower write-offs on the owned portfolio.
The annualized provision for credit losses, as a percentage of
the total average portfolio outstanding, was .79 percent for
the second quarter of 1999 and .73 percent for the first six
months of 1999, compared with .90 percent and .74 percent for
the same periods last year.
Receivable and Lease acquisition volumes were as follows (in
millions of dollars):
Three Months
Ended April 30,
1999 1998 $ Change % Change
--------------------------------
Retail notes:
Agricultural equipment* $ 601 $ 607 $(6) (1)%
Construction equipment 112 109 3 3
Lawn and grounds care
Equipment 60 46 14 30
Recreational products 95 100 (5) (5)
-------------------------------
Total 868 862 6 1
-------------------------------
Revolving charge accounts 492 441 51 12
Wholesale notes 416 395 21 5
Financing leases 29 29
Equipment on operating leases 228 188 40 21
-------------------------------
Total $2,033 $1,915 $118 6
===============================
Six Months
Ended April 30,
1999 1998 $ Change % Change
--------------------------------
Retail notes:
Agricultural equipment* $1,507 $1,445 $ 62 4%
Construction equipment 229 206 23 11
Lawn and grounds care
Equipment 98 67 31 46
Recreational products 179 165 14 8
-------------------------------
Total 2,013 1,883 130 7
-------------------------------
Revolving charge accounts 813 697 116 17
Wholesale notes 810 674 136 20
Financing leases 56 52 4 8
Equipment on operating leases 318 284 34 12
-------------------------------
Total $4,010 $3,590 $420 12
===============================
* Does not include the acquisition of JDCL or FAF installment
portfolios. (See Note 2 to the Interim Financial Statements.)
Page 7
<PAGE>
Retail note volumes, excluding the acquisition of the JDCL and
FAF installment portfolios, increased by $130 million for the
first six months of 1999, compared to the first six months of
1998, due to increases in all retail note categories. However,
the agricultural retail note volumes declined in the second
quarter of 1999 due to the weakening of the U.S. agricultural
market. Recreational product retail note volumes also declined
in the second quarter of 1999 primarily due to lower acceptances
in the yacht market.
Revolving charge volumes increased primarily due to the strong
demand for the Farm Plan and John Deere Credit Revolving Plan
products and operating loans offered to agricultural customers.
Wholesale note volumes increased significantly during the first
six months of 1999 primarily due to higher construction
equipment floor planning notes, recreational vehicle and yacht
wholesale notes, and a used agricultural equipment floor
planning program introduced in April 1998. Operating lease
volumes increased in the second quarter and year-to-date over
last year due to agricultural low-rate and guaranteed residual
value leasing programs sponsored by the Company or John Deere.
Total Receivables and Leases held were as follows (in millions
of dollars):
April 30, October 31, April 30,
1999 1998 1998
-------------------------------
Retail notes:
Agricultural equipment* $3,423 $2,285 $3,039
Construction equipment 732 703 677
Lawn and grounds care
equipment 292 270 220
Recreational products 402 581 735
-------------------------------
Total 4,849 3,839 4,671
-------------------------------
Revolving charge accounts 730 751 627
Wholesale notes 878 804 670
Financing leases 254 242 218
Equipment on operating leases 1,066 892 712
-------------------------------
Total $7,777 $6,528 $6,898
===============================
* Increases in the portfolio balance from October 31, 1998 and
April 30, 1998 are due to increased acquisition volumes and the
addition of the JDCL and FAF installment portfolios. (See Note
2 to the Interim Financial Statements.)
Receivables and Leases administered by the Company, which
include retail notes sold, were as follows (in millions of
dollars):
April 30, October 31, April 30,
1999 1998 1998
-------------------------------
Receivables and Leases administered:
Receivables and Leases owned
by the Company $7,777 $6,528 $6,898
Retail notes sold and
securitized (with limited
recourse)* 1,027 1,812 782
Retail notes sold
(without recourse)** 308 376 196
Receivables serviced
(without recourse)*** 61
-------------------------------
Total Receivables and
Leases Administered $9,173 $8,716 $7,876
================================
* The Company's maximum exposure under all retail note
recourse provisions at April 30, 1999, October 31, 1998 and
April 30, 1998 was $123 million, $181 million and $150 million,
respectively. In addition, the Company has guaranteed a letter
of credit on behalf of John Deere Credit Inc., the
Page 8
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John Deere finance subsidiary in Canada, as part of a retail
note sale. At April 30, 1999, the maximum exposure under this
agreement was approximately $2 million.
** On February 12, 1999, servicing rights on a majority of
recreational vehicle retail notes previously sold and
administered by the Company were assumed by their owner.
Approximately $269 million principal value was removed from the
portfolio, reducing the amount of Receivables and Leases
administered accordingly. Beginning May 17, 1999, servicing
rights on future sales of recreational vehicle retail notes
will be assumed by their owner immediately. The Company
continues to administer the remaining portfolio outstanding.
*** On February 1, 1999, the Company began servicing a
receivable portfolio on behalf of FAF. These servicing rights
were obtained in conjunction with the Company's acquisition of
JDCL. (See Note 2 to the Interim Financial Statements.)
Total Receivable and Lease amounts 60 days or more past due, by
product and as a percentage of total balances held were as
follows (in millions of dollars):
April 30, October 31, April 30,
1999 1998 1998
$ % $ % $ %
------------------------------------
Retail notes:
Agricultural
equipment $12.9 .38% $9.5 .42% $10.0 .33%
Construction
equipment 2.1 .29 2.0 .28 2.4 .36
Lawn and grounds care
Equipment .8 .27 .7 .26 .7 .31
Recreational products .1 .02 .2 .03 .1 .02
-------------------------------------
Total 15.9 .33 12.4 .32 13.2 .28
-------------------------------------
Revolving charge
accounts 9.6 1.32 8.4 1.12 8.8 1.41
Wholesale notes 1.2 .14 .6 .07 2.3 .34
Leases 6.0 .45 3.8 .34 4.1 .44
-------------------------------------
Total $32.7 .42 $25.2 .39 $28.4 .41
=====================================
The balance of retail notes owned (principal plus accrued
interest) with any installment 60 days or more past due was $59
million, $54 million and $57 million at April 30, 1999, October
31, 1998 and April 30, 1998, respectively. The balance of
retail notes held on which any installment is 60 days or more
past due as a percentage of ending retail notes receivable was
1.21 percent, 1.42 percent and 1.23 percent at April 30, 1999,
October 31, 1998 and April 30, 1998, respectively.
During the second quarter and the first six months of 1999,
write-offs (net of recoveries) of Receivables and Leases
totaled $8.7 million and $15.9 million, respectively, compared
with $11.6 million and $18.8 million in the same periods last
year. Annualized write-offs, as a percentage of the total
average portfolio outstanding, were .47 percent for the second
quarter of 1999 and .45 percent for the first six months of
1999, compared with .69 percent and .57 percent for the same
periods last year. Write-offs relating to retail notes
decreased 22 percent, or $2.2 million, in the first six months
of 1999, when compared with the first six months of 1998,
primarily due to decreased write-offs of construction equipment
and recreational product retail notes, partially offset by
increased write-offs of agricultural equipment retail notes.
Wholesale note write-offs decreased $1.0 million in the first
six months of 1999 when compared to the same period last year.
Lease and revolving charge account write-offs in the first six
months of 1999 remained relatively stable when compared to last
year.
Page 9
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Deposits withheld from dealers and merchants, representing
mainly the aggregate dealer retail note and lease withholding
accounts from individual John Deere dealers to which losses
from retail notes and leases originating from the respective
dealers can be charged, amounted to $123 million at April 30,
1999, compared with $156 million at October 31, 1998 and $144
million at April 30, 1998. Effective February 1, 1999, the
U.S. John Deere agricultural dealer reserve program was
modified to evaluate and adjust reserves outstanding quarterly
rather than annually under the previous program. In addition,
the minimum required reserve for select dealers was adjusted
from 3 percent to 2 percent of the aggregate balance
outstanding on all installment contracts originated through
that dealer. Approximately 48 percent of U.S. John Deere
agricultural dealers qualified for the lower reserve program.
The Company's allowance for credit losses on all Receivables
and Leases financed totaled $88 million at April 30, 1999, $81
million at October 31, 1998 and $86 million at April 30, 1998.
The allowance for credit losses represented 1.13 percent of the
total Receivables and Leases financed at April 30, 1999, 1.25
percent at October 31, 1998, and 1.24 percent at April 30,
1998. The Company's allowance for credit losses, as a
percentage of total Receivables and Leases, has declined during
the last twelve months due to an ongoing evaluation of loss
experience and related estimates to ensure the allowance for
credit losses is maintained at an adequate level. Management
believes the allowance for credit losses at April 30, 1999 is
sufficient to provide adequate protection against losses.
Year 2000
The Company has established a global program (the "Year 2000
Program") to address the inability of certain computer and
infrastructure systems to process dates in the Year 2000 and
later. The major assessment areas include business information
systems, mainframe and personal computers, software, the
distributed network, facilities systems, the Company's
products, and the readiness of the Company's suppliers and
distribution network. The program includes the following
phases: identification and assessment, business criticality
analysis, project work prioritization, compliance plan
development remediation and testing, production implementation,
and contingency plan development for mission critical systems.
The Company is on schedule to become Year 2000 ready with its
mission critical activities and systems, allowing substantial
time for further testing, verification and the final conversion
of less important systems. Over 95 percent of the Company's
systems identified as being mission critical have been tested
and verified as being Year 2000 compliant. The Company's goal
has been to have all remaining mission critical and non-mission
critical systems compliant by October 31, 1999, and the
progress to date makes this goal realistic. The Company has
initiated information and infrastructure systems modifications
in its effort to ensure that both information technology (IT)
and non-IT systems are compliant. The Company is requiring
suppliers of new software or equipment and third parties who
develop or modify software to provide written certification
that their products are Year 2000 compliant and have been
tested accordingly. In some instances, the Company is
independently testing this software. The Company is working
with suppliers to confirm embedded systems are compliant and
perform the necessary testing.
The Company is assessing the Year 2000 readiness of its
critical suppliers and merchants. The Company has surveyed its
major suppliers and has surveyed the largest volume generating
merchants and is following up as appropriate with
prioritization based on mission criticality.
The total cost of the modifications and upgrades including
internal costs to date has been immaterial or approximately $5
million pretax since the beginning of 1997. Future costs to
become Year 2000 ready are expected to be less than $1 million
pretax. These costs are expensed as incurred and do not
include the cost of scheduled replacement software. Other
major systems projects have not been deferred due to the Year
2000 compliance projects.
Page 10
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Although no assurances can be given as to the Company's
readiness, particularly as it relates to third parties, based
upon the progress to date, the Company does not expect
consequences of any of the Company's unanticipated or
unsuccessful modifications to have a material adverse effect on
the Company's financial position or results of operation.
However, the failure to correct a material Year 2000 problem
could result in the interruption of certain normal business
activities and operations. The Company's most reasonably
likely worst case scenario is that the Year 2000 noncompliance
of a critical third party could result in lost revenues or
profits. The Company is developing contingency plans, which
will be an ongoing activity during 1999, should any Year 2000
failures occur in any to the assessment areas noted above.
Safe Harbor Statement
Statements under the "Year 2000" heading and other statements
herein that relate to future operating periods are subject to
important risks and uncertainties that could cause actual
results to differ materially. Further information, including
factors that potentially could materially affect the Company's
and John Deere's financial results, is included in the most
recent Deere & Company Form 10-K and other John Deere and
Company filings with the Securities and Exchange Commission.
Capital Resources and Liquidity
The Company relies on its ability to raise substantial amounts
of funds to finance its Receivable and Lease portfolios. The
Company's primary sources of funds for this purpose are a
combination of borrowings and equity capital. Additionally,
the Company periodically sells substantial amounts of retail
notes in the public market and in private sales. The Company's
ability to obtain funds is affected by its debt ratings, which
are closely related to the outlook for and the financial
condition of Deere & Company, and the nature and availability
of support facilities, such as its lines of credit. For
information regarding Deere & Company and its business, see
Exhibit 99.
The Company's ability to meet its debt obligations is supported
in a number of ways. All commercial paper issued is backed by
bank credit lines. The assets of the Company are self-
liquidating in nature. A strong equity position is available
to absorb unusual losses on these assets. Liquidity is also
provided by the Company's ability to sell these assets.
The Company's business is somewhat seasonal, with overall
acquisition volumes of Receivables and Leases traditionally
higher in the second half of the fiscal year than in the first
half, and overall collections of Receivables and Leases
traditionally somewhat higher in the first six months than in
the last six months of the fiscal year.
During the first six months of 1999, the aggregate net cash
provided by operating and financing activities was primarily
used to increase Receivables and Leases. Net cash provided by
operating activities was $134 million in the first six months
of 1999. Financing activities provided $702 million during the
same period, resulting from a $712 million net increase in
total borrowings, which was partially offset by $10 million in
dividend payments to John Deere Credit Company. Net cash used
for investing activities totaled $830 million in the first six
months of 1999, primarily due to Receivable and Lease
acquisitions exceeding collections by $1,170 million. Cash and
cash equivalents increased $5 million during the first six
months of 1999.
During the first six months of 1998, the aggregate net cash
provided by operating and financing activities was primarily
used to increase Receivables and Leases. Net cash provided by
operating activities was $140 million in the first six months
of 1998. Financing activities provided $467 million during the
same period, resulting from a $492 million net increase in
total borrowings, which was partially offset by $25 million in
dividend payments to John Deere Credit Company. Net cash used
for investing activities totaled $623
Page 11
<PAGE>
million in the first six months of 1998, primarily due to
Receivable and Lease acquisitions exceeding collections by $912
million. Cash and cash equivalents decreased $16 million
during the first six months of 1998.
Total interest-bearing indebtedness amounted to $6.644 billion
at April 30, 1999, compared with $5.516 billion at October 31,
1998 and $5.963 billion at April 30, 1998, generally
corresponding with the level of Receivables and Leases financed
and the level of cash and cash equivalents. Total short-term
indebtedness amounted to $3.903 billion at April 30, 1999,
compared with $3.417 billion at October 31, 1998 and $3.998
billion at April 30, 1998. Total long-term indebtedness
amounted to $2.741 billion, $2.099 billion and $1.965 billion
at April 30, 1999, October 31, 1998 and April 30, 1998,
respectively. The ratio of total interest-bearing debt to
stockholder's equity was 6.8 to 1, 6.0 to 1 and 7.0 to 1 at
April 30, 1999, October 31, 1998 and April 30, 1998,
respectively.
During the first six months of 1999, the Capital Corporation
issued $300 million of 6% notes due in 2009, and retired $150
million of 9-5/8% subordinated notes, $97 million of 5% Swiss
franc bonds and $200 million of 6% notes all due in the first
six months of 1999. The Capital Corporation also issued $1,200
million and retired $450 million of medium-term notes during
the same period.
At April 30, 1999, the Capital Corporation, Deere & Company,
John Deere Limited (Canada) and John Deere Credit Inc.
(Canada), jointly, maintained $5.528 billion of unsecured lines
of credit with various banks in North America and overseas,
$1.079 billion of which was unused. For the purpose of
computing unused credit lines, total short-term borrowings,
excluding the current portion of long-term borrowings, of the
Capital Corporation, Deere & Company, John Deere Limited
(Canada) and John Deere Credit Inc. (Canada) were considered to
constitute utilization. Included in the total credit lines is
a long-term credit agreement commitment for $3.500 billion
expiring on February 24, 2003. An annual facility fee on the
credit agreement is charged to the Capital Corporation based on
utilization.
The Capital Corporation declared and paid a cash dividend of $5
million to John Deere Credit Company in each of the first two
quarters of 1999. John Deere Credit Company paid comparable
dividends to Deere & Company. On June 4, 1999, the Capital
Corporation declared a cash dividend of $5 million to John
Deere Credit Company, which in turn declared a cash dividend of
$5 million to Deere & Company, each payable on June 15, 1999.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk.
See the information under "Management's Discussion and
Analysis," Note 12 "Financial Instruments" and "Supplemental
Information (Unaudited)" in the Company's most recent annual
report filed on Form 10-K. There has been no material change
in this information.
Page 12
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is subject to various unresolved legal actions
which arise in the normal course of its business, the most
prevalent of which relate to state and federal laws and
regulations concerning retail credit. Although it is not
possible to predict with certainty the outcome of these
unresolved legal actions or the range of possible loss, the
Company believes these unresolved legal actions will not have a
material effect on its financial position or results of
operations.
Item 2. Changes in Securities and Use of Proceeds.
Omitted pursuant to instruction H(2).
Item 3. Defaults Upon Senior Securities.
Omitted pursuant to instruction H(2).
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted pursuant to instruction H(2).
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
See the index to exhibits immediately preceding
the exhibits filed with this report.
Certain instruments relating to long-term
debt, constituting less than 10% of the
registrant's total assets, are not filed as
exhibits herewith pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K. The
registrant will file copies of such instruments
upon request of the Commission.
(b) Reports on Form 8-K.
Current report on Form 8-K dated February 16,
1999 (Item 7).
Page 13
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
JOHN DEERE CAPITAL CORPORATION
Date: June 9, 1999 By:/s/ Nathan J. Jones
------------------------------
Nathan J. Jones
Senior Vice President and
Principal Financial Officer
Page 14
<PAGE>
INDEX TO EXHIBITS
Exhibit
(12) Computation of ratio of earnings to fixed charges
(27) Financial data schedule
(99) Part I of Deere & Company Form 10-Q for the quarter
ended April 30, 1999---(Securities and Exchange
Commission file number 1-4121*).
__________________________
*Incorporated by reference. Copies of these exhibits are
available from the Company upon request.
Page 15
Exhibit 12
John Deere Capital Corporation and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
(thousands of dollars)
Six Months Ended April 30,
------------------------------
1999 1998
----------- -----------
Earnings:
Income before income
taxes and changes
in accounting $112,558 $98,064
Fixed charges 180,842 181,540
----------- ----------
Total earnings $293,400 $279,604
=========== ==========
Fixed charges:
Interest expense $178,363 $179,408
Rent expense 2,479 2,132
----------- ----------
Total fixed
charges $180,842 $181,540
=========== ==========
Ratio of earnings to
fixed charges * 1.62 1.54
=========== ==========
For the Years Ended October 31,
-------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
Earnings:
Income before income
taxes and changes
in accounting $233,534 $211,251 $206,588 $175,360 $161,809
Fixed charges 373,237 330,648 276,726 240,913 168,507
-------- -------- -------- -------- --------
Total earnings $606,771 $541,899 $483,314 $416,273 $330,316
======== ======== ======== ======== ========
Fixed charges:
Interest expense $368,381 $326,867 $273,748 $238,445 $166,591
Rent expense 4,856 3,782 2,978 2,468 1,916
-------- -------- -------- -------- --------
Total fixed
charges $373,236 $330,648 $276,726 $240,913 $168,507
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges * 1.63 1.64 1.75 1.73 1.96
======== ======== ======== ======== ========
_______
"Earnings" consist of income before income taxes, the cumulative
effect of changes in accounting and fixed charges. "Fixed
charges" consist of interest on indebtedness, amortization of
debt discount and expense, an estimated amount of rental expense
under capitalized leases which is deemed to be representative of
the interest factor and rental expense under operating leases.
* The Company has not issued preferred stock. Therefore, the
ratios of earnings to combined fixed charges and preferred
stock dividends are the same as the ratios presented above.
Page 16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Form 10-Q and is qualified in its entirety by reference to such
financial information.
</LEGEND>
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<NAME> JOHNDEERECAPITALCORP
<MULTIPLIER> 1,000,000
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<PERIOD-END> APR-30-1999
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0
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