DEERE & CO
8-K, 1998-11-24
FARM MACHINERY & EQUIPMENT
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_____________________________________________________________


               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:  November 24, 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.)

                     One John Deere Place
                    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 9 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:  November 24, 1998

                           Page 3

<PAGE>

                        Exhibit Index



                                                  Sequential
Number and Description of Exhibit                 Page Number


(99)  Press release and additional information       Pg. 5

                           Page 4

<PAGE>

                                                EXHIBIT 99

                                         Gregory T. Derrick
(DEERE LOGO)                             Deere & Company
                                         Moline, Illinois 61265
                                         (309)765-5290

DEERE EARNINGS REACH $1 BILLION FOR YEAR; EPS UP 11%
FOURTH-QUARTER DOWN DUE TO WEAKENING FARM ECONOMY

For Immediate Release (24 November 1998)

    MOLINE, IL  -- Deere & Company today reported a record level 
of net income for fiscal year 1998, but lower earnings for the 
fourth quarter due to a slowing farm economy. Net income for the 
quarter was $162.1 million, or $.71 per share ($.71 diluted), 
compared with $211.3 million, or $.84 per share ($.83 diluted), 
in the fourth quarter of last year. For full-year 1998, net 
income increased 6 percent to $1.021 billion, or $4.20 per share 
($4.16 diluted), from $960.1 million, or $3.78 per share ($3.74 
diluted), last year. Net income per share rose 11 percent for 
the year. 

    "Our record results for the year demonstrate the company's 
commitment to achieving excellent operating performance," said 
Hans W. Becherer, chairman and chief executive officer. Fourth-
quarter profits, however, were adversely affected by production 
cutbacks, made in response to an increasingly challenging farm 
environment. "We have moved aggressively to reduce production of 
large tractors and combines in order to keep inventories in 
check and respond to levels of demand that have suffered abrupt 
and serious erosion." 

    Worldwide net sales and revenues fell 7 percent, to $3.212 
billion for fourth-quarter 1998, compared with $3.444 billion 
last year. For the entire year, net sales and revenues increased 
8 percent, to $13.822 billion, compared with $12.791 billion 
last year. Net sales to dealers of agricultural, construction, 
and commercial and consumer equipment declined 10 percent for 
the quarter, to $2.693 billion, compared with $2.979 billion a 
year ago, primarily due to weaker economic conditions in 
agricultural-equipment markets. Full-year net sales increased 8 
percent, to $11.926 billion, compared with $11.082 billion last 
year. Export sales from the United States totaled $405 million 
for the quarter and $1.970 billion for the year, compared with 
$489 million and $2.013 billion in 1997. Overseas sales, 
affected by weaker economic conditions and adverse currency 
fluctuations, declined 4 percent from last year's fourth quarter 
and ended the year slightly lower. Overall, the company's 
physical volume of sales decreased 9 percent for the quarter, 
while moving 8 percent higher for the year.

    Worldwide equipment operations, which exclude the financial 
services subsidiaries and unconsolidated affiliates, had net 
income of $107.6 million for the fourth quarter, compared with 
$181.5 million last year. The decline was mainly due to lower 
sales and production volumes of North American agricultural 
equipment. For the year, equipment operations' net income was a 
record $831.2 million, compared with $816.7 million in 1997. 
Leading to the year's record results was the strong performance 
of the company's commercial and consumer-equipment and 
construction-equipment divisions. Overall, the annual 
improvement was due to higher sales and production volumes, 
partially offset by higher sales-incentive costs, growth 
expenditures, interest expense and unfavorable currency 
fluctuations. Operating profit before taxes, interest expense 
and other corporate expenses represented 7.7 percent of net 
sales for the fourth quarter and 12.4 percent for the year, 
versus 10.3 percent and 12.6 percent, respectively, in 1997.

                           Page 5


<PAGE>

 .    Worldwide agricultural equipment had fourth-quarter 
operating profit of $110 million, compared with $260 million 
last year. Lower sales and production volumes, higher sales-
incentive costs and inefficiencies associated with production 
cuts were primary reasons for the quarter's decline. Lower farm-
commodity prices and economic instability in certain parts of 
the world adversely affected retail demand for agricultural 
equipment during the period. For the year, operating profit was 
$962 million, compared with $1,072 million last year. The 
decline was primarily due to higher sales-incentive costs, an 
unfavorable sales mix and inefficiencies associated with the 
production cuts, partially offset by higher sales. 

 .    Worldwide construction equipment operating profit totaled 
$43 million for the quarter, compared with $40 million last 
year. Sales decreased in the fourth quarter from last year's 
levels, which benefited from the shipment of several new 
products. Operating income for the quarter rose due to lower 
sales-incentive costs and lower operating expenses. For the 
year, operating profit was $300 million, versus $216 million in 
1997. The improvement resulted from higher sales and production 
volumes, lower operating expenses and improved operating 
efficiencies, partially offset by higher sales-incentive costs 
and production start-up expenses at the engine facility in 
Torreon, Mexico.

 .    Worldwide commercial and consumer equipment operating 
profit was $54 million for the quarter and $214 million for the 
year, compared with $6 million and $114 million, respectively, 
last year. The improvements were due to higher sales and 
production volumes driven by strong retail demand for the 
company's products, as well as by improved operating 
efficiencies. Results for the year included higher expenses for 
the promotion of new products and the start-up of new 
facilities. Last year's results were adversely affected by 
write-offs related to the Homelite product line.

    Equipment operations' assets at October 31, 1998, were 76.3 
percent of the last 12 months' net sales, compared with 69.7 
percent a year ago. The higher ratio primarily reflected higher 
receivables and inventories. As expected, trade receivables and 
company inventories declined during the fourth quarter while 
remaining above year-ago levels. The reduced level of 
agricultural-equipment production, initiated during the year, is 
intended to bring receivables and inventories into better 
balance with current levels of demand.

    Net income of the financial services subsidiaries was $51.1 
million for the quarter and $175.2 million for the year, 
compared with $27.9 million and $138.1 million last year. The 
improvement was due to record results of the credit subsidiaries 
and a substantial turn around in the performance of health-care 
operations. Partially offsetting these improvements were adverse 
underwriting results in the company's insurance business. 

                           Page 6

<PAGE>

Market Conditions and Outlook

    Grain and oilseed prices declined significantly during the 
fourth quarter on prospects for record or near-record crop 
production and the effects of weakening demand from Asia. Pork 
prices moved substantially lower as well. As a result, U.S. farm 
income is expected to continue to decline in 1999, despite a 
recently enacted emergency government-aid package. At the same 
time, farm-income declines are expected in other parts of the 
world, and unsettled financial conditions should continue to 
have an unfavorable impact on credit availability in emerging 
markets. Accordingly, retail demand for agricultural equipment 
in 1999 is now projected to decline by 20 percent in North 
America, by 10 percent in Europe, and by 15 percent in Latin 
America and Australia. Deere's first-quarter financial results 
will be significantly affected by the production cuts of large 
tractors and combines associated with this lower level of 
demand. 

    North American construction-equipment industry sales, and 
housing starts, are expected to decline slightly next year but 
remain at favorable levels. In addition, the company is 
implementing an initiative aimed at better matching production 
schedules to customer orders, leading to lower field inventories 
and improved product availability. Initial stages of 
implementation will result in lower shipments to dealers.

    Sales of commercial and consumer equipment should continue 
to increase in 1999 following strong gains in 1998. New product 
introductions are expected to expand Deere's position in the 
many growing markets served by this division. 

    Credit operations are expected to improve in 1999 because of 
a larger portfolio, primarily due to recent growth in leasing. 
Insurance and health-care operations also are well-positioned 
for improved results. At the same time, Deere's financial-
services subsidiaries are expected to see continued margin 
pressure, resulting from their highly competitive markets. 

    Based on these conditions, the company's worldwide physical 
volume of sales is currently projected to decline by 
approximately 13 to 15 percent in 1999, compared with 1998. In 
this environment, the previously stated goal of reporting flat 
earnings per share in 1999 is not achievable. First-quarter 
physical volume is projected to be 23 to 25 percent below the 
comparable level of first-quarter 1998.

    According to Becherer, the present economic situation is 
challenging the company to "balance our response to current 
conditions with our ongoing need for investment in the future."  
In this regard, he says Deere has reduced capital spending and 
is aggressively managing costs and assets, while pursuing 
further efficiency gains through various quality and supply-
management initiatives. At the same time, Becherer asserted, "We 
fully intend to maintain our commitment to the key projects that 
underlie our plans for global growth and long-term market-share 
improvement."

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:

                           Page 7

<PAGE>

    John Deere Capital Corporation's net income was $47.8 
million in the fourth quarter and $151.2 million for the year 
compared with $39.3 million and $135.8 million for the same 
periods last year. The fourth quarter and annual results 
benefited from higher income on a larger average receivable and 
lease portfolio and from higher gains on retail note sales, 
partially offset by higher operating costs.

    Net receivables and leases financed by John Deere Capital 
Corporation were $6.446 billion at October 31, 1998, compared 
with $6.217 billion one year ago. The increase resulted from 
acquisitions exceeding collections during the last 12 months, 
partially offset by sales of retail notes. Receivable and lease 
acquisition volumes during the year increased 14 percent 
compared with the same period last year. Net receivables and 
leases administered, which include receivables previously sold, 
totaled $8.635 billion at October 31, 1998, compared with $7.531 
billion at October 31, 1997.

Safe Harbor Statement

    Safe Harbor Statement under the Private Securities 
Litigation Reform Act of 1995. Statements under the "Market 
Conditions and Outlook" heading and elsewhere herein, 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, commodity prices, weather conditions, real estate 
values, animal diseases, crop pests, harvest yields, 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 
(including the effect of conversion to the Euro by the European 
Union); technological difficulties (including difficulties from 
Year 2000 compliance, especially involving third parties, which 
could cause the company to be unable to take orders, manufacture 
and ship product, and perform other essential functions); 
accounting standards; and other risks and uncertainties. 
Economic difficulties in Asia and other parts of the world could 
continue to adversely affect North American grain and meat 
exports. The number of housing starts is especially important to 
sales of construction equipment. Sales of commercial and 
consumer equipment during the winter are affected by the amount 
and timing of snowfall. The company's outlook is based upon 
assumptions relating to the factors described above, which 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 8

<PAGE>

             Fourth Quarter and 1998 Press Release

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

                                        Three Months Ended
                                            October 31
                                                           %
                                      1998      1997    Change
Net sales:                           ------    ------   ------
  Agricultural equipment             $1,579    $1,919    - 18
  Construction equipment                584       632    -  8
  Commercial and consumer equipment     530       428    + 24
                                     ------    ------   
    Total net sales                   2,693     2,979    - 10 
Financial Services revenues             476       419    + 14
Other revenues                           43        46    -  7
                                     ------    ------   
  Total net sales and revenues       $3,212    $3,444    -  7
                                     ======    ======   

United States and Canada:
  Equipment net sales                $2,010    $2,270    - 11
  Financial Services revenues           476       419    + 14
                                     ------    ------   
    Total                             2,486     2,689    -  8
Overseas net sales                      683       709    -  4
Other revenues                           43        46    -  7
                                     ------    ------   
  Total net sales and revenues       $3,212    $3,444    -  7
                                     ======    ======   

Operating profit:
  Agricultural equipment             $  110    $  260    - 58
  Construction equipment                 43        40    +  8
  Commercial and consumer equipment      54         6    +800
                                     ------    ------   
  Equipment Operations*                 207       306    - 32
  Financial Services                     80        43    + 86
                                     ------    ------   
    Total operating profit              287       349    - 18
Interest and corporate expenses-net     (49)      (33)   + 48
Income taxes                            (76)     (105)   - 28
                                     ------    ------   
  Net income                         $  162    $  211    - 23
                                     ======    ======   

Per Share:
  Net income                         $  .71    $  .84    - 15
  Net income - diluted               $  .71    $  .83    - 14

* Includes overseas operating profit $   31    $   11    +182
                                     ======    ======   


                           Page 9


<PAGE>

             Fourth Quarter and 1998 Press Release


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

                                        Twelve Months Ended
                                            October 31
                                                           %
                                      1998      1997    Change
Net sales:                           ------    ------   ------
  Agricultural equipment            $ 7,217   $ 7,048    +  2
  Construction equipment              2,585     2,262    + 14
  Commercial and consumer equipment   2,124     1,772    + 20
                                     ------    ------   
    Total net sales                  11,926    11,082    +  8
Financial Services revenues           1,737     1,554    + 12
Other revenues                          159       155    +  3
                                     ------    ------   
  Total net sales and revenues      $13,822   $12,791    +  8
                                     ======    ======   

United States and Canada:
  Equipment net sales               $ 8,877   $ 8,018    + 11
  Financial Services revenues         1,737     1,554    + 12
                                     ------    ------   
    Total                            10,614     9,572    + 11
Overseas net sales                    3,049     3,064    
Other revenues                          159       155    +  3
                                     ------    ------   
  Total net sales and revenues      $13,822   $12,791    +  8
                                     ======    ======   

Operating profit:
  Agricultural equipment             $  962    $1,072    - 10
  Construction equipment                300       216    + 39
  Commercial and consumer equipment     214       114    + 88
                                     ------    ------   
  Equipment Operations*               1,476     1,402    +  5
  Financial Services                    271       214    + 27
                                     ------    ------   
    Total operating profit            1,747     1,616    +  8
Interest and corporate expenses-net    (172)     (105)   + 64
Income taxes                           (554)     (551)   +  1
                                     ------    ------   
  Net income                         $1,021    $  960    +  6
                                     ======    ======   

Per Share:
  Net income                         $ 4.20    $ 3.78    + 11
  Net income - diluted               $ 4.16    $ 3.74    + 11

* Includes overseas operating profit $  299    $  301    -  1
                                     ======    ======   


                          Page 10

<PAGE>

             Fourth Quarter and 1998 Press Release



Selected balance sheet data:          October 31      October 31
(millions of dollars and shares)         1998            1997
                                        ------          ------
Equipment Operations:
  Trade accounts and notes 
    receivable-net                     $4,059          $3,334
  Inventories                          $1,287          $1,073

Financial Services:
  Financing receivables and leases
    financed - net                     $7,237          $6,902
  Financing receivables and leases
    administered - net                 $9,625          $8,416
  Insurance companies' assets          $  995          $  994
  Health care companies' assets        $  234          $  233

Average shares outstanding              243.3           253.7





                          Page 11







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