DEERE & CO
8-K, 1998-08-18
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:  August 18, 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 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:  August 18, 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

                                        Greg Derrick
(Deere Logo)                            Deere & Company
                                        (309)765-5290

        DEERE THIRD-QUARTER EARNINGS RISE 15%; EPS UP 20%
        -------------------------------------------------

For Immediate Release (18 August 1998)

    MOLINE, IL -- Deere & Company today reported record third-
quarter net income of $290.8 million, or $1.20 per share, for 
the three months ended July 31, compared with $252.7 million, 
or $1.00 per share, last year. This represented an increase of 
15 percent in net income and 20 percent in earnings per share. 
Nine-month net income was $859.3 million, or $3.49 per share, 
an increase of 15 percent in net income and 19 percent in 
earnings per share, compared with last year's $748.8 million, 
or $2.94 per share. Earnings per share continued to benefit 
from the company's share-repurchase program.

    Revenue growth, driven by a continuation of favorable 
demand for company products, as well as cost reductions and 
progress in quality initiatives, led to the record 
performance. Stated Hans W. Becherer, chairman and chief 
executive officer, "Third-quarter profits reflected positive 
contributions from all business segments and remained at 
record levels despite continued expenditures for new products, 
growth opportunities, and increasingly challenging 
agricultural market conditions."

    Worldwide net sales and revenues rose 8 percent for the 
quarter, to $3.693 billion, and 14 percent for nine months, to 
$10.609 billion, compared with $3.430 billion and $9.347 
billion, respectively, last year. Net equipment sales 
increased 8 percent for the quarter, to $3.218 billion, and 14 
percent for nine months, to $9.233 billion. This compared with 
sales of $2.993 billion and $8.103 billion for the periods a 
year ago. 

    Export sales from the United States remained at favorable 
levels, totaling $551 million for the third quarter and $1.565 
billion year-to-date, versus $585 million and $1.524 billion 
for the same periods last year. Despite an adverse foreign-
exchange translation impact, overseas sales were slightly 
higher in dollar terms for both the quarter and year-to-date. 
Overall, the company's physical volume of sales increased 15 
percent for the first nine months, compared with last year. 

    Worldwide equipment operations, which exclude the 
financial services subsidiaries and unconsolidated affiliates, 
had record net income of $235.5 million for the third quarter 
and $723.6 million for the first nine months, compared with 
$221.1 million and $635.1 million last year. Operating margins 
remained at favorable levels despite competitive pricing 
actions and spending on growth opportunities. In addition, 
this year's results were affected by adverse currency 
fluctuations and higher interest expense. Worldwide equipment 
operating profit increased to $431 million for the quarter, 
and to $1,270 million for the first nine months, compared with 
$384 million and $1,095 million last year. Operating profit as 
a percent of net sales was unchanged compared with last year, 
at 13 percent for the quarter and 14 percent for the first 
nine months. 

Page 5

<PAGE>

 .    Operating profit for worldwide agricultural equipment 
     increased 1 percent for the quarter, to $282 million, and 
     5 percent for the first nine months, to $852 million. 
     This was in comparison with $279 million and $813 million 
     last year. For both periods, higher sales and lower 
     operating expenses were partially offset by higher sales 
     incentive costs, higher expenditures for growth 
     initiatives and a less favorable sales mix. 

 .    Worldwide construction equipment operating profit 
     increased 72 percent for the quarter, to $103 million, 
     and 47 percent for the first nine months, to $258 
     million, versus $60 million and $175 million for the 
     periods last year. Revenue growth and higher production 
     volumes associated with strong market acceptance of new 
     products, as well as better efficiencies, led to the 
     improvement. Partially offsetting these factors were 
     higher sales incentive costs, mainly in the first half of 
     this year, and start-up expenses at the Torreon, Mexico, 
     engine facility.

 .    Despite continued investment in new products and 
     manufacturing facilities, worldwide commercial and 
     consumer equipment operating profit rose 2 percent for 
     the quarter, to $46 million, and increased 50 percent for 
     nine months, to $160 million. Last year's operating 
     profit was $45 million and $107 million for the 
     respective periods. The improvements were due to higher 
     sales and production volumes, driven by strong retail 
     demand, as well as by improved operating efficiencies. 
     Results in 1998 included higher expenses for the 
     development and introduction of new products and the 
     start-up of new manufacturing facilities. Last year's 
     results were adversely affected by a second quarter 
     write-off related to a Homelite product.

    As expected, trade receivables and company inventories 
declined during the quarter while remaining above year-ago 
levels. The increase from last year was primarily due to 
higher sales and production volumes and the resulting 
increases in receivables related to agricultural-equipment 
used goods. Equipment operations' assets at July 31 were 74.7 
percent of the last 12 months' net sales, compared with 70.4 
percent a year ago. The higher ratio primarily reflected an 
increase in prepaid pension cost assets.

    Net income of the financial services subsidiaries was 
$46.9 million for the quarter and $124.1 million for nine 
months, compared with $26.8 million and $110.2 million for the 
same periods last year.

 .    Net income of the credit operations increased to $43.1 
     million for the third quarter, and to $111.2 million for 
     the year-to-date, compared with $41.6 million and $106.1 
     million last year. Third-quarter and year-to-date results 
     benefited from higher income on a larger average 
     receivable and lease portfolio, partially offset by 
     higher operating costs and narrower financing spreads. In 
     addition, year-to-date earnings benefited from higher 
     gains on the sale of retail notes.

Page 6

<PAGE>

 .    Insurance operations' net income was $2.0 million for the 
     third quarter and $11.8 million for the first nine 
     months, compared with last year's $6.6 million and $23.7 
     million. The quarterly decrease primarily reflected 
     unfavorable underwriting results caused by abnormally 
     high weather-related property claims. Nine-month 
     underwriting results were also affected by adverse loss 
     development in the transportation business. In addition, 
     premium volumes were lower than last year due to 
     competitive market conditions.

 .    Health care operations had net income of $1.8 million for 
     the quarter and $1.1 million for the first nine months, 
     compared with net losses of $21.4 million and $19.6 
     million last year. The 1998 results benefited from higher 
     premium revenues, improved margins and lower 
     administrative expenses. Last year, results were 
     adversely affected by high claims costs, unfavorable 
     margins, a strengthening of claims reserves and charges 
     for the planned closures of two health care centers. 

OUTLOOK

    With regard to the company's agricultural-equipment 
operations, worldwide farm-commodity prices continued on a 
downward course during the quarter as a result of prospects 
for increased global supplies of grains and oilseeds, as well 
as fears about the Asian economic crisis. U.S. crop conditions 
remained generally good throughout the Midwest, with federal 
financial assistance expected to offset some of the drought-
related losses being experienced in the South. Under these 
conditions, it is expected that retail demand for agricultural 
equipment will decline for the rest of 1998 and 1999. In light 
of this outlook and the company's continuing commitment to 
aggressive asset management, production schedules have been 
reduced in the fourth quarter of 1998 and are expected to be 
reduced in 1999.

    In the construction-equipment sector, low interest rates 
and generally favorable economic conditions have continued to 
strengthen demand. Housing starts are expected to average 
above 1.5 million units in 1998, their highest level in more 
than a decade. In addition, a new highway bill, the 
Transportation Equity Act for the 21st Century, will provide a 
significant increase in highway funding over the next six 
years. Although the retail environment is expected to remain 
healthy, fourth-quarter production volumes of Deere 
construction equipment will decline with the introduction of a 
new product-distribution system. It is designed to more 
closely align production with retail demand and thus reduce 
inventory levels. Next quarter's construction-equipment 
production schedules have been set lower as a result.

    Sales of John Deere commercial and consumer equipment 
should continue benefiting from low unemployment, low interest 
rates, rising incomes and the strong housing market. In 
addition, the division's growing line of new products is 
expected to continue meeting strong success in the 
marketplace. 

    In financial services, credit operations should continue 
benefiting from higher portfolio balances. Insurance 
operations results, however, are expected to be significantly 
below last year's as a result of competitive market conditions 
and continuing unfavorable loss experience. While health care 
margins remain under pressure due to a very competitive 
industry environment, improvement plans are on target and are 
expected to result in significantly better financial results 
for the remainder of 1998 versus last year.

Page 7

<PAGE>

    Based on these conditions, the company's worldwide 
physical volume of sales is currently projected to increase by 
approximately 10 percent in 1998, compared with 1997. Fourth-
quarter physical volumes are projected to be approximately 2 
percent below comparable levels for fourth-quarter 1997.

    Assessing the outlook, Becherer said the company is well-
positioned for continued good results despite a prospective 
slowdown in the farm economy. "We're confident that our 
continuing investment in new products and facilities, and 
geographic expansions, will help us deliver solid returns 
through all phases of the business cycle," he said. "At the 
same time, initiatives geared to process and quality 
improvement are moving ahead and are expected to yield 
substantial efficiency gains in the future." 

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 $39.9 
million in the third quarter and $103.4 million for the first 
nine months of 1998, compared with $37.8 million and $96.5 
million for the same periods last year. The third quarter and 
year-to-date results benefited from higher income on a larger 
average receivable and lease portfolio, partially offset by 
higher operating costs and narrower financing spreads. In 
addition, the year-to-date results benefited from higher gains 
on the sale of retail notes.

    Net receivables and leases financed by John Deere Capital 
Corporation were $6.952 billion at July 31,1998, compared with 
$6.214 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 first nine months 
increased 18 percent compared with the same period last year. 
Net receivables and leases administered, which include 
receivables previously sold, totaled $8.381 billion at July 
31, 1998, compared with $7.254 billion at July 31, 1997.

Page 8

<PAGE>

Safe Harbor Statement

    Safe Harbor Statement under the Private Securities 
Litigation Reform Act of 1995. Statements under the "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, 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 is especially important to sales 
of construction equipment. Economic difficulties in Asia could 
continue to adversely affect North American grain and meat 
exports. 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 9












<PAGE>

                Third Quarter 1998 Press Release

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

                                        Three Months Ended
                                              July 31
                                                           %
                                      1998      1997    Change
Net sales:                           ------    ------   ------
  Agricultural equipment             $1,969    $1,907    +  3
  Construction equipment                709       579    + 22
  Commercial and consumer equipment     540       507    +  7
                                     ------    ------   
    Total net sales                   3,218     2,993    +  8
Financial Services revenues             435       400    +  9
Other revenues                           40        37    +  8
                                     ------    ------   
  Total net sales and revenues       $3,693    $3,430    +  8
                                     ======    ======   

United States and Canada:
  Equipment net sales                $2,319    $2,113    + 10
  Financial Services revenues           435       400    +  9
                                     ------    ------   
    Total                             2,754     2,513    + 10
Overseas net sales                      899       880    +  2
Other revenues                           40        37    +  8
                                     ------    ------   
  Total net sales and revenues       $3,693    $3,430    +  8
                                     ======    ======   

Operating profit:
  Agricultural equipment             $  282    $  279    +  1
  Construction equipment                103        60    + 72
  Commercial and consumer equipment      46        45    +  2
                                     ------    ------   
  Equipment Operations*                 431       384    + 12
  Financial Services                     70        41    + 71
                                     ------    ------   
    Total operating profit              501       425    + 18
Interest and corporate expenses-net     (55)      (21)   +162
Income taxes                           (155)     (151)   +  3
                                     ------    ------   
  Net income                         $  291    $  253    + 15
                                     ======    ======   

Per Share:
  Net income                         $ 1.20    $ 1.00    + 20
  Net income - diluted               $ 1.19    $  .99    + 20

* Includes overseas operating profit $  106    $  109    -  3
                                     ======    ======   


Page 10





<PAGE>

                Third Quarter 1998 Press Release

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

                                         Nine Months Ended
                                             July 31
                                                           %
                                      1998      1997    Change
Net sales:                           ------    ------   ------
  Agricultural equipment             $5,638    $5,128    + 10
  Construction equipment              2,001     1,631    + 23
  Commercial and consumer equipment   1,594     1,344    + 19
                                     ------    ------   
    Total net sales                   9,233     8,103    + 14
Financial Services revenues           1,261     1,135    + 11
Other revenues                          115       109    +  6
                                     ------    ------   
  Total net sales and revenues      $10,609    $9,347    + 14
                                     ======    ======   

United States and Canada:
  Equipment net sales                $6,867    $5,748    + 19
  Financial Services revenues         1,261     1,135    + 11
                                     ------    ------   
    Total                             8,128     6,883    + 18
Overseas net sales                    2,366     2,355    
Other revenues                          115       109    +  6
                                     ------    ------   
  Total net sales and revenues      $10,609    $9,347    + 14
                                     ======    ======   

Operating profit:
  Agricultural equipment             $  852    $  813    +  5
  Construction equipment                258       175    + 47
  Commercial and consumer equipment     160       107    + 50
                                     ------    ------   
  Equipment Operations*               1,270     1,095    + 16
  Financial Services                    191       171    + 12
                                     ------    ------   
    Total operating profit            1,461     1,266    + 15
Interest and corporate expenses-net    (124)      (71)   + 75
Income taxes                           (478)     (446)   +  7
                                     ------    ------   
  Net income                         $  859    $  749    + 15
                                     ======    ======   

Per Share:
  Net income                         $ 3.49    $ 2.94    + 19
  Net income - diluted               $ 3.45    $ 2.91    + 19

* Includes overseas operating profit $  268    $  290    -  8
                                     ======    ======   



Page 11




<PAGE>
              Third Quarter 1998 Press Release


Selected balance sheet data:           Jul 31  Oct 31  Jul 31
(millions of dollars and shares)        1998    1997    1997
                                       ------  ------  ------
Equipment Operations:
  Trade accounts and notes 
    receivable-net                     $4,209  $3,334  $3,513
  Inventories                          $1,337  $1,073  $1,171

Financial Services:
  Financing receivables and leases
    financed - net                     $7,786  $6,902  $6,811
  Financing receivables and leases
    administered - net                 $9,325  $8,416  $8,100
  Insurance companies' assets          $1,000  $  994  $1,015
  Health care companies' assets        $  238  $  233  $  240

Average shares outstanding              246.0   253.7   254.5





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