DEERE & CO
8-K, 1998-05-19
FARM MACHINERY & EQUIPMENT
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<PAGE>
           SECURITIES AND EXCHANGE COMMISSION

                Washington, D.C.  20549

                       ----------

                        FORM 8-K

                     CURRENT REPORT


           Pursuant to Section 13 or 15(d) of the

              Securities Exchange Act of 1934


               Date of Report:  May 19, 1998
             (Date of earliest event reported)


               D E E R E   &   C O M P A N Y
    (Exact name of registrant as specified in charter)

                         DELAWARE
      (State or other jurisdiction of incorporation)

                          1-4121
                 (Commission File Number)

                        36-2382580
             (IRS Employer Identification No.)

                      John Deere Road
                   Moline, Illinois  61265
   (Address of principal executive offices and zip code)

                       (309)765-8000
    (Registrant's telephone number, including area code)

       ----------------------------------------------
(Former name or former address, if changed since last report.)


                     Page 1 of 12 pages.
           The Exhibit Index appears at Page 4.




<PAGE>

Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits. 

         (c)  Exhibits

              (99)  Press release and additional information.



Page 2

<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 hereto duly authorized.



                                 DEERE & COMPANY



                                 By:  /s/ Frank S. Cottrell
                                     ----------------------------
                                     Frank S. Cottrell, Secretary


Dated:  May 19, 1998



Page 3

<PAGE>

                         Exhibit Index



                                                  Sequential
Number and Description of Exhibit                 Page Number
- - ---------------------------------                 -----------

(99)  Press release and additional information       Pg. 5



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<PAGE>
                                                   EXHIBIT 99

                                        Curtis G. Linke
(Deere Logo)                            Deere & Company
                                        (309)765-4634

               RECORD SECOND QUARTER 1998 EARNINGS
          RESULT IN 18% INCREASE IN EARNINGS PER SHARE
          --------------------------------------------

For Immediate Release (19 May 1998)

    MOLINE, IL -- Deere & Company today reported record 
worldwide net income of $365.2 million, or $1.48 per share, for 
the second quarter ended April 30, an increase of 14 percent in 
net income and 18 percent in earnings per share compared with 
$319.5 million, or $1.25 per share, in the second quarter of 
1997. Net income for the first six months was $568.5 million, or 
$2.29 per share, an increase of 15 percent in net income and 18 
percent in earnings per share compared with $496.2 million, or 
$1.94 per share, for the same period last year. Earnings per 
share continued to benefit from the share repurchase program.

    Once again, strong revenue growth, excellent customer 
response to new products and continuing progress in quality 
initiatives were the primary drivers of the company's earnings 
performance. "These results are particularly gratifying," Hans 
W. Becherer, chairman and chief executive officer, said, "as we 
continue to make significant investments in quality and growth 
initiatives to help enhance our leadership in the global 
marketplace."

    Worldwide net sales and revenues for the second quarter rose 
16 percent to $4.070 billion and 17 percent to $6.916 billion 
for the first six months of 1998, compared with $3.521 billion 
and  $5.917 billion, respectively, for the same periods last 
year. Net sales of the agricultural, construction, and 
commercial and consumer equipment divisions increased 16 percent 
to $3.610 billion for the quarter and 18 percent to $6.015 
billion for the first six months, compared with $3.108 billion 
and $5.110 billion for the same periods a year ago. These 
increases were in response to strong retail demand for the 
company's products. Export sales from the United States 
increased to $562 million for the second quarter and $1.014 
billion for the first six months, compared with $547 million and 
$939 million, respectively, for the same periods last year. 
Overseas sales remained at favorable levels; however, they were 
affected by weaker foreign currencies and were slightly lower 
than last year for both the quarter and the year-to-date. 
Overall, the company's physical volume of sales increased 19 
percent for the first six months of 1998 compared with the first 
half a year ago.



Page 5






<PAGE>

    Worldwide equipment operations, which exclude the financial 
services subsidiaries and unconsolidated affiliates, had record 
net income of $321.3 million for the second quarter and $488.2 
million for the first six months compared with $278.6 million 
and $414.0 million for the same periods last year. Worldwide 
equipment operating profit increased to $551 million for the 
quarter and to $839 million for the first six months of 1998 
compared with $474 million for the quarter and $711 million for 
the first six months of last year. Operating profit as a percent 
of net sales was 15 percent for the quarter and 14 percent for 
the first six months, the same as last year. Progress in quality 
initiatives allowed the company to maintain favorable margins 
despite increasingly competitive markets and continued spending 
on growth initiatives. 

 .    Worldwide agricultural equipment operating profit increased 
7 percent to $364 million for the quarter and 7 percent to $570 
million for the first six months compared with $339 million and 
$534 million, respectively, for the same periods last year. 
These increases resulted from higher sales and production 
volumes partially offset by higher sales incentive costs, higher 
expenses related to growth initiatives and a less favorable 
sales mix.

 .    Worldwide construction equipment division operating profit 
increased 18 percent to $91 million for the quarter and 35 
percent to $155 million for the first six months, compared with 
$77 million and $115 million for the same periods last year, 
primarily reflecting higher sales and production volumes. 
Improved efficiencies helped to partially offset higher growth 
expenditures, higher sales incentive costs, and start-up 
expenses primarily at the new engine facility in Torreon, 
Mexico.

 .    Worldwide commercial and consumer equipment operating 
profit increased 66 percent to $96 million for the quarter and 
84 percent to $114 million for the first six months compared 
with $58 million for the quarter and $62 million for the same 
periods last year. This outstanding performance resulted from 
higher sales and production volumes driven by strong demand for 
the company's products, as well as improved operating 
efficiencies. Results in 1998 included higher expenses related 
to new products and the start-up of manufacturing facilities. 
Last year's results were adversely affected by a write-off 
related to a Homelite product.

    Trade receivables and company inventories increased, as 
expected, due to the higher sales volume. Equipment operations 
assets at April 30, 1998, were 77.6 percent of the last 12 
months' net sales, compared with 75.8 percent a year ago. The 
higher ratio is primarily due to increased prepaid pension cost 
assets.

    Net income of the financial services subsidiaries was $41.2 
million for the quarter and $77.2 million for the first six 
months, compared with $40.2 million and $83.5 million for the 
same periods last year. 


Page 6

<PAGE>

 .    Net income of the credit operations increased to $35.3 
million for the second quarter and to $68.1 million for the 
year-to-date, compared with $31.6 million and $64.6 million for 
the same periods last year. The 1998 second quarter and year-to-
date results benefited from gains on sales of recreational 
vehicle retail notes and higher income from a larger average 
receivable and lease portfolio, partially offset by narrower 
financing spreads, higher write-offs of receivables and higher 
operating expenses. 

 .    Net income of the insurance operations was $4.3 million for 
the second quarter and $9.8 million for the first six months 
compared with last year's results of $8.2 million and $17.1 
million for the respective periods. This primarily reflects less 
favorable underwriting results, lower premium volumes due to 
competitive market conditions and lower investment income.

 .    The health care operations had net income of $1.6 million 
for the quarter and incurred a loss of $.7 million for the first 
six months, compared with net income of $.4 million and $1.8 
million for the same periods last year. Despite lower margins at 
the beginning of the year and competitive industry conditions, 
significant progress is being made to improve the profitability 
of the business. 

OUTLOOK

    The company's record results for the first six months were 
in line with  expectations. Better than anticipated crops in the 
Southern hemisphere continued to put downward pressure on corn, 
wheat and soybean prices; however, consumption is rising and 
carryover stocks, although higher in the United States, are 
slightly below average on a worldwide basis. United States farm 
cash receipts are expected to be slightly below the high levels 
of the previous two years, but farmers' balance sheets are 
continuing to improve as a result of rising farmland prices and 
low interest rates. Overall fundamentals of the farm economy are 
sound, and the demand for farm equipment is expected to remain 
favorable.

    New products, low interest rates and solid economic growth 
continue to bolster construction equipment demand. Housing 
starts are expected to be slightly higher than last year's 
level, and expenditures for highways and streets should grow 
following the expected approval of pending federal highway 
legislation.

    Sales of commercial and consumer equipment should benefit 
from favorable customer response to the company's line of new 
products, as well as  high levels of consumer confidence and a 
strong housing market. 


Page 7







<PAGE>

    The credit operations should benefit from the strong demand 
for John Deere products. The insurance operations continue to 
face competitive market conditions, and their results are 
expected to be below last year's. The health care operations' 
margins continue under pressure from a very competitive 
environment; however, improvement plans are on target and are 
expected to result in significantly improved financial results 
in the remainder of 1998 compared to a year ago.

    Based on these conditions, the company's worldwide physical 
volume of sales is currently projected to increase by 
approximately 10 to 12 percent in 1998 compared with 1997. Third 
quarter physical volumes are projected to be 10 to 14 percent 
higher than comparable levels for the third quarter of 1997.

    In summarizing the favorable results for Deere & Company, 
Mr. Becherer said, "We look forward to a continued strong 
performance in 1998, reflecting gains from our quality 
improvement efforts and the strong demand throughout the world 
for our line of products. With our investments in new facilities 
and new innovative products, we look forward to market share 
growth and continued high levels of customer satisfaction."

JOHN DEERE CAPITAL CORPORATION 

    The following is disclosed on behalf of the company's credit 
subsidiary, John Deere Capital Corporation, in connection with 
the disclosure requirements applicable to its periodic issuance 
of debt securities in the public market. John Deere Capital 
Corporation's net income was $32.9 million in the second quarter 
and $63.5 million for the first six months of 1998 compared with 
$29.0 million and $58.7 million for the same periods last year. 
The 1998 second quarter and year-to-date results benefited from 
gains of $10.3 million on sales of recreational vehicle retail 
notes and higher income from a 12 percent increase in the 
average balance of receivables and leases financed during the 
first six months. These results were partially offset by 
narrower financing spreads, higher write-offs of receivables and 
higher operating expenses.

    Net receivables and leases financed by John Deere Capital 
Corporation were $6.812 billion at April 30, 1998, compared with 
$6.146 billion one year ago. The increase resulted from 
acquisitions exceeding collections during the last 12 months, 
partially offset by the previously mentioned sales of 
recreational vehicle retail notes and other retail note sales 
during the same period. Receivable and lease acquisition volumes 
during the first six months increased 12 percent compared with 
the same period last year. Net receivables and leases 
administered, which include receivables previously sold, totaled 
$7.790 billion at April 30, 1998 compared with $6.866 billion at 
April 30, 1997. 


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<PAGE>

SAFE HARBOR STATEMENT

Safe Harbor Statement under the Private Securities Litigation 
Reform Act of 1995:

    Statements under the "Market Conditions and Outlook" 
heading, which relate to future operating periods, are subject 
to important risks and uncertainties that could cause actual 
results to differ materially. The company's businesses include 
equipment operations (agricultural, construction, and commercial 
and consumer) and financial services (credit, insurance and 
health care). Forward-looking statements relating to these 
businesses involve certain factors that are subject to change, 
including: the many interrelated factors that affect farmers' 
confidence, including worldwide demand for agricultural 
products, world grain stocks, commodities prices, weather 
conditions such as El Nino, animal diseases, crop pests, harvest 
yields, real estate values and government farm programs; general 
economic conditions and housing starts; legislation, primarily 
legislation relating to agriculture, the environment, commerce 
and government spending on infrastructure; actions of 
competitors in the various industries in which the company 
competes; production difficulties, including capacity and supply 
constraints; dealer practices; labor relations; interest and 
currency exchange rates; accounting standards; and other risks 
and uncertainties. Dealers' retail sales of agricultural 
equipment are especially affected by the weather in the summer, 
while the number of housing starts are especially important to 
sales of construction equipment. Economic difficulties in Asia 
could affect North American grain and meat export prospects. The 
company's outlook is based upon assumptions relating to the 
factors described above. These assumptions are sometimes based 
upon estimates and data prepared by government agencies. Such 
estimates and data may be subject to revision. Further 
information concerning the company and its businesses, including 
factors that potentially could materially affect the company's 
financial results is included in the company's filings with the 
Securities and Exchange Commission.

                              # # #




Page 9
















<PAGE>

                Second Quarter 1998 Press Release

Net sales and revenues:
(millions of dollars except per share amounts)

                                          Three Months Ended
                                               April 30
                                                             %
                                        1998      1997    Change
Net sales:                             ------    ------   ------
  Agricultural equipment               $2,217    $1,949    + 14
  Construction equipment                  715       591    + 21
  Commercial and consumer equipment       678       568    + 19
                                       ------    ------   
    Total net sales                     3,610     3,108    + 16
Financial Services revenues               424       381    + 11
Other revenues                             36        32    + 13
                                       ------    ------   
  Total net sales and revenues         $4,070    $3,521    + 16
                                       ======    ======   

United States and Canada:
  Equipment net sales                  $2,733    $2,221    + 23
  Financial Services revenues             424       381    + 11
                                       ------    ------   
    Total                               3,157     2,602    + 21
Overseas net sales                        877       887    -  1
Other revenues                             36        32    + 13
                                       ------    ------   
  Total net sales and revenues         $4,070    $3,521    + 16
                                       ======    ======   

Operating profit:
  Agricultural equipment               $  364    $  339    +  7
  Construction equipment                   91        77    + 18
  Commercial and consumer equipment        96        58    + 66
                                       ------    ------   
  Equipment Operations*                   551       474    + 16
  Financial Services                       64        62    +  3
                                       ------    ------   
    Total operating profit                615       536    + 15
Interest and corporate expenses-net       (45)      (28)   + 61
Income taxes                             (205)     (189)   +  8
                                       ------    ------   
  Net income                           $  365    $  319    + 14
                                       ======    ======   

Per Share:
  Net income                           $ 1.48    $ 1.25    + 18
  Net income - diluted                 $ 1.45    $ 1.24    + 17

* Includes overseas operating profit   $  105    $  112    -  6
                                       ======    ======   



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<PAGE>
                Second Quarter 1998 Press Release

Net sales and revenues:
(millions of dollars except per share amounts)

                                           Six Months Ended
                                               April 30
                                                             %
                                        1998      1997    Change
Net sales:                             ------    ------   ------
  Agricultural equipment               $3,668    $3,221    + 14
  Construction equipment                1,293     1,052    + 23
  Commercial and consumer equipment     1,054       837    + 26
                                       ------    ------   
    Total net sales                     6,015     5,110    + 18
Financial Services revenues               825       735    + 12
Other revenues                             76        72    +  6
                                       ------    ------   
  Total net sales and revenues         $6,916    $5,917    + 17
                                       ======    ======   

United States and Canada:
  Equipment net sales                  $4,548    $3,635    + 25
  Financial Services revenues             825       735    + 12
                                       ------    ------   
    Total                               5,373     4,370    + 23
Overseas net sales                      1,467     1,475    -  1
Other revenues                             76        72    +  6
                                       ------    ------   
  Total net sales and revenues         $6,916    $5,917    + 17
                                       ======    ======   

Operating profit:
  Agricultural equipment               $  570    $  534    +  7
  Construction equipment                  155       115    + 35
  Commercial and consumer equipment       114        62    + 84
                                       ------    ------   
  Equipment Operations*                   839       711    + 18
  Financial Services                      121       129    -  6
                                       ------    ------   
    Total operating profit                960       840    + 14
Interest and corporate expenses-net       (69)      (49)   + 41
Income taxes                             (323)     (295)   +  9
                                       ------    ------   
  Net income                           $  568    $  496    + 15
                                       ======    ======   

Per Share:
  Net income                           $ 2.29    $ 1.94    + 18
  Net income - diluted                 $ 2.26    $ 1.92    + 18

* Includes overseas operating profit   $  162    $  181    - 10
                                       ======    ======   



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<PAGE>
                Second Quarter 1998 Press Release


Selected balance sheet data:             Apr 30  Oct 31  Apr 30
(millions of dollars and shares)          1998    1997    1997
                                         ------  ------  ------
Equipment Operations:
  Trade accounts and notes 
    receivable-net                       $4,384  $3,334  $3,640
  Inventories                            $1,511  $1,073  $1,290

Financial Services:
  Financing receivables and leases
    financed - net                       $7,595  $6,902  $6,759
  Financing receivables and leases
    administered - net                   $8,713  $8,416  $7,615
  Insurance companies' assets            $  985  $  994  $1,008
  Health care companies' assets          $  237  $  233  $  246

Average shares outstanding                248.1   253.7   255.3





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