DEERE & CO
8-K, 1999-02-16
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:  February 16, 1999
               (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>

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:  February 16, 1999

                           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 REPORTS FIRST-QUARTER EARNINGS OF $49.7 MILLION
- -----------------------------------------------------

For Immediate Release (16 February 1999)

    MOLINE, IL -- Deere & Company today reported first-
quarter net income of $49.7 million, or $.21 per share (basic 
and diluted), for the period ended January 31, compared with 
$203.3 million, or $.81 per share (basic and diluted), in the 
first quarter of 1998. "The farm sector is continuing to feel 
the effects of depressed agricultural-commodity prices," 
commented Hans W. Becherer, chairman and chief executive 
officer. "Demand for agricultural equipment, especially large 
tractors, remained extremely weak during the quarter."

    Becherer pointed out that in support of the company's 
emphasis on cash flow and asset management, farm-equipment 
production schedules have been set below the level of retail 
demand, resulting in a decline in trade receivables for the 
quarter. Although earnings were adversely affected by the 
lower production, all equipment businesses remained 
profitable.

    Worldwide net sales and revenues for the quarter 
decreased 14 percent, to $2.459 billion, compared with $2.846 
billion last year. Net sales to dealers of agricultural, 
construction, and commercial and consumer equipment were 
$1.973 billion, versus $2.405 billion. Overseas sales were 
down 3 percent in comparison with the previous year. Overall, 
the company's worldwide physical volume of sales decreased 18 
percent for the period.

    Deere's equipment operations had net income of $6.8 
million for the first quarter, compared with $166.9 million 
last year. Contributing to the lower results were reduced 
sales and production volumes, lower margins and higher 
interest costs. Worldwide equipment operating profit, which 
excludes certain corporate expenses, interest and taxes, was 
$51 million, compared with $288 million last year. 

    .    Worldwide agricultural equipment operating profit 
totaled $25 million for the quarter, compared with $206 
million last year. Results were severely affected by lower 
sales and production levels, especially of large tractors and 
combines, as well as by inefficiencies related to the 
production cutbacks. In addition, sales incentive costs moved 
higher, with a particular emphasis on used goods. Overseas 
operations, which continued to benefit from many management 
initiatives, were primary contributors to the division's 
profit.

                           Page 5

<PAGE>

    .    Worldwide construction equipment operating profit 
totaled $12 million for the quarter, compared with $64 
million last year. During the quarter, the division began 
implementation of its Estimate to Cash program, which is 
aimed at better matching product availability to customer 
requirements while reducing field inventories. Initial stages 
of the program, as expected, resulted in lower sales to 
dealers and had an adverse impact on the quarter's operating 
results. Retail demand, however, remained at favorable 
levels. 

    .    Worldwide commercial and consumer equipment 
operating profit was $14 million for the quarter, compared 
with $18 million last year. Results were negatively affected 
by higher costs associated with the start-up of new 
facilities and the introduction of new products, as well as 
by the impact of a strengthening Japanese yen. Partly 
offsetting these factors were higher worldwide sales and 
production volumes, resulting from the success of many new 
products and a continuation of strong retail demand.

     While remaining above year-ago levels, trade receivables 
for agricultural and construction equipment declined for the 
quarter as production volumes trailed retail demand. 
Receivables related to used agricultural equipment continued 
at a high level. Commercial and consumer equipment trade 
receivables increased seasonally. Company-owned inventories 
moved higher primarily due to seasonal requirements, the 
start-up of new facilities and the introduction of new 
products. 
 
     Net income of the financial services operations was $43.4 
million for the quarter, compared with $36.0 million last 
year. Credit and health-care operations reported 
significantly improved profits, partly offset by adverse 
underwriting results of the company's insurance unit.
 
 MARKET CONDITIONS AND OUTLOOK
 
    .    AGRICULTURAL EQUIPMENT.  Farm-commodity prices are 
remaining under pressure due to large supplies of grains, 
oilseeds and livestock and the effects of slowing growth in 
global demand. While the U.S. government has supplemented 
farm income through additional direct payments, farmers' net 
cash income is expected to fall by approximately 9 percent 
this year with declines also anticipated in other parts of 
the world. Credit availability for equipment purchases in 
emerging markets also should remain under pressure. As a 
result, retail demand for farm equipment is projected to 
decline by 20 to 25 percent in North America this year, with 
declines of 10 to 15 percent expected in other major markets.

    .    CONSTRUCTION EQUIPMENT.  Slower U.S. economic growth 
is expected in 1999. However, low inflation and interest 
rates should help keep housing starts near last year's 
levels. Nonresidential construction is expected to show 
little growth this year, but public construction, led by 
highway expenditures, is expected to grow 3 to 4 percent. In 
this environment, construction machinery sales should remain 
near 1998 levels.

                           Page 6

<PAGE>

    .    COMMERCIAL & CONSUMER EQUIPMENT.  A continuation of 
current economic conditions, strong retail-sales momentum, 
and the introduction of a number of innovative products are 
expected to support higher sales of commercial and consumer 
equipment during the year.

    .    FINANCIAL SERVICES.  A larger overall receivable and 
lease portfolio should support continued improvement in the 
credit operations in 1999. Health care is also well-
positioned for improved results, while Deere's insurance 
organization continues to face severe competitive pressures.

    Based on these conditions, the company's worldwide 
physical volume of sales is currently projected to decrease 
by approximately 13 to 15 percent in 1999 compared with 1998. 
Second-quarter 1999 physical volumes are projected to be 13 
percent lower than in the comparable 1998 period.

    Deere enters this period of weakening demand for farm 
machinery in strong financial condition. Furthermore, 
performance is being supported by the company's 
nonagricultural businesses and overseas operations, which are 
seeing benefits from many growth and quality initiatives. 
Aggressive asset-management actions, as well, are having a 
positive impact. "Our steps to reduce farm-machinery 
receivables, while contributing to lower earnings, are 
helping the company generate solid levels of cash flow in 
support of our long-range global growth objectives," Becherer 
stated.

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 $37.4 
million in the first quarter of 1999, compared with $30.6 
million last year. First quarter results benefited from 
higher gains on retail note sales, higher income on a larger 
average receivable and lease portfolio, a temporary reduction 
in leverage position, and improved financing spreads, 
partially offset by higher operating costs. 

    Net receivables and leases financed by John Deere Capital 
Corporation were $6.803 billion at January 31, 1999, compared 
with $6.468 billion one year ago. The increase resulted from 
acquisitions exceeding collections during the last 12 months, 
partially offset by sales of retail notes. Net receivables 
and leases administered, which include receivables previously 
sold, totaled $8.580 billion at January 31, 1999, compared 
with $7.482 billion at January 31, 1998.

                           Page 7

<PAGE>

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. Forward looking statements relating to the 
company's  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, 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; levels of new and 
used field inventories; production difficulties, including 
capacity and supply constraints; dealer practices; labor 
relations; interest and currency exchange rates (including 
the effect of conversion to the euro); technological 
difficulties (including 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 spring are affected by spring weather 
patterns. 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>

               FIRST QUARTER 1999 PRESS RELEASE

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

                                       Three Months Ended
                                        January 31
                                                         %
                                       1999    1998    Change
Net sales:
  Agricultural equipment               $1,123  $1,451  -23
  Construction equipment                  443     578  -23
  Commercial and consumer equipment       407     376  + 8
    Total net sales                     1,973   2,405  -18
Financial Services revenues               460     401  +15
Other revenues                             26      40  -35
    Total net sales and revenues       $2,459  $2,846  -14

United States and Canada:
  Equipment net sales                  $1,401  $1,815  -23
  Financial Services revenues             460     401  +15
    Total                               1,861   2,216  -16
Overseas net sales                        572     590  - 3
Other revenues                             26      40  -35
    Total net sales and revenues       $2,459  $2,846  -14

Operating profit:
  Agricultural equipment               $   25  $  206  -88
  Construction equipment                   12      64  -81
  Commercial and consumer equipment        14      18  -22
  Equipment Operations*                    51     288  -82
  Financial Services                       66      57  +16
    Total operating profit                117     345  -66
Interest and corporate
  expenses - net                          (40)    (24) +67
Income taxes                              (27)   (118) -77
    Net income                         $   50  $  203  -75

Per Share:
  Net income                           $  .21  $  .81  -74
  Net income - diluted                 $  .21  $  .81  -74

* Includes overseas operating profit   $   54  $   57  - 5

Selected balance sheet data:
(millions of dollars and shares)

                         January 31  October 31  January 31
                             1999        1998        1998
Equipment Operations:
  Trade accounts and notes
    receivable - net        $3,829      $4,059      $3,526
  Inventories               $1,615      $1,287      $1,464

Financial Services:
  Financing receivables and
    leases financed - net   $7,870      $7,237      $7,165
  Financing receivables and
    leases administered -
    net                     $9,820      $9,625      $8,347
  Insurance companies'
    assets                  $  988      $  995      $  991
  Health care companies'
    assets                  $  254      $  234      $  260

Average shares outstanding   231.7       243.3       249.5

                           Page 9

<PAGE>

DEERE & COMPANY                     CONSOLIDATED
STATEMENT OF CONSOLIDATED INCOME   (Deere & Company and
                                    Consolidated
                                    Subsidiaries)

Millions of dollars except per      Three Months Ended
  share amounts                         January 31
(Unaudited)                           1999     1998
Net Sales and Revenues
Net sales of equipment              $1,973.2 $2,404.7
Finance and interest income            259.0    233.2
Insurance and health care premiums     179.8    169.0
Investment income                       18.7     17.1
Other income                            27.8     22.1
    Total                            2,458.5  2,846.1

Costs and Expenses
Cost of goods sold                   1,653.8  1,866.5
Research and development expenses       95.9     94.7
Selling, administrative and general
  expenses                             301.8    283.1
Interest expense                       134.1    114.7
Insurance and health care claims
  and benefits                         153.9    138.6
Other operating expenses                42.7     27.6
    Total                            2,382.2  2,525.2

Income of Consolidated Group
  Before Income Taxes                   76.3    320.9
Provision for income taxes              26.5    117.8
Income of Consolidated Group            49.8    203.1

Equity in Income (Loss) of Unconsolidated
  Subsidiaries and Affiliates
  Credit                                  .4      (.2)
  Insurance
  Health Care
  Other                                  (.5)      .4
      Total                              (.1)      .2

Net Income                          $   49.7 $  203.3

Per Share:
  Net income                        $    .21 $    .81
  Net income - diluted              $    .21 $    .81

See Notes to Interim Financial Statements.  Supplemental 
consolidating data are shown for the "Equipment Operations" 
and "Financial Services".  Transactions between the 
"Equipment Operations" and "Financial Services" have been 
eliminated to arrive at the "Consolidated" data.

                           Page 10

<PAGE>

DEERE & COMPANY                     EQUIPMENT OPERATIONS
STATEMENT OF CONSOLIDATED INCOME   (Deere & Company with
                                    Financial Services
                                    on the Equity Basis)

Millions of dollars except per      Three Months Ended
share amounts                          January 31
(Unaudited)                           1999     1998
Net Sales and Revenues
Net sales of equipment              $1,973.2 $2,404.7
Finance and interest income             21.8     32.1
Insurance and health care premiums
Investment income
Other income                            15.5     10.9
    Total                            2,010.5  2,447.7

Costs and Expenses
Cost of goods sold                   1,658.5  1,871.0
Research and development expenses       95.9     94.7
Selling, administrative and general
  expenses                             207.8    194.6
Interest expense                        39.9     21.7
Insurance and health care claims
  and benefits
Other operating expenses                (2.2)     1.6
    Total                            1,999.9  2,183.6

Income of Consolidated Group
  Before Income Taxes                   10.6    264.1
Provision for income taxes               3.8     97.2
Income of Consolidated Group             6.8    166.9

Equity in Income (Loss) of Unconsolidated
  Subsidiaries and Affiliates
  Credit                                41.6     32.9
  Insurance                             (1.1)     5.5
  Health Care                            2.9     (2.4)
  Other                                  (.5)      .4
      Total                             42.9     36.4

Net Income                          $   49.7 $  203.3

                           Page 11

<PAGE>

DEERE & COMPANY                      FINANCIAL SERVICES
STATEMENT OF CONSOLIDATED INCOME

Millions of dollars except per       Three Months Ended
  share amounts                         January 31
(Unaudited)                           1999      1998
Net Sales and Revenues
Net sales of equipment
Finance and interest income         $  240.7  $  203.2
Insurance and health care premiums     186.6     175.4
Investment income                       18.7      17.1
Other income                            20.7      12.5
    Total                              466.7     408.2

Costs and Expenses
Cost of goods sold
Research and development expenses
Selling, administrative and general
  expenses                              95.2      90.9
Interest expense                        97.6      95.1
Insurance and health care claims
  and benefits                         155.7     139.4
Other operating expenses                52.5      25.9
    Total                              401.0     351.3

Income of Consolidated Group
  Before Income Taxes                   65.7      56.9
Provision for income taxes              22.7      20.7
Income of Consolidated Group            43.0      36.2

Equity in Income (Loss) of Unconsolidated
  Subsidiaries and Affiliates
  Credit                                  .4       (.2)
  Insurance
  Health Care
  Other
      Total                               .4       (.2)
Net Income                          $   43.4  $   36.0


                           Page 12

<PAGE>

DEERE & COMPANY               CONSOLIDATED
CONDENSED CONSOLIDATED       (Deere & Company and
  BALANCE SHEET               Consolidated Subsidiaries)

Millions of dollars          January 31 October 31 January 31
(Unaudited)                      1999       1998       1998
Assets
Cash and short-term
  investments                 $   325.5  $   309.7  $   319.2
Cash deposited with
  unconsolidated subsidiaries
    Cash and cash equivalents     325.5      309.7      319.2
Marketable securities             870.8      867.3      867.6
Receivables from 
  unconsolidated subsidiaries
  and affiliates                   48.4       36.2       14.9
Trade accounts and notes
  receivable - net              3,828.8    4,059.2    3,526.4
Financing receivables - net     6,696.7    6,332.7    6,613.6
Other receivables                 519.3      536.8      395.3
Equipment on operating
  leases - net                  1,256.5    1,209.2      820.8
Inventories                     1,614.7    1,286.7    1,464.3
Property and equipment - net    1,674.3    1,700.3    1,534.8
Investments in unconsolidated
  subsidiaries and affiliates     173.8      172.0      148.2
Intangible assets - net           212.0      217.6      183.8
Prepaid pension costs             662.3      674.3      574.7
Deferred income taxes             400.2      396.3      528.9
Other assets and
  deferred charges                219.9      203.2      194.8
    Total                     $18,503.2  $18,001.5  $17,187.3

Liabilities and Stockholders'
  Equity
Short-term borrowings         $ 5,871.2  $ 5,322.1  $ 4,934.0
Payables to unconsolidated
  subsidiaries and affiliates      31.9       31.1       43.2
Accounts payable and
  accrued expenses              2,359.5    2,853.2    2,458.1
Insurance and health care
  claims and reserves             402.9      411.3      405.1
Accrued taxes                     141.7      144.9      178.3
Deferred income taxes              18.3       19.7       21.3
Long-term borrowings            3,275.7    2,791.7    2,642.3
Retirement benefit accruals
  and other liabilities         2,373.5    2,347.7    2,359.0
    Total liabilities          14,474.7   13,921.7   13,041.3
Stockholders' equity            4,028.5    4,079.8    4,146.0
    Total                     $18,503.2  $18,001.5  $17,187.3

See Notes to Interim Financial Statements.  Supplemental 
consolidating data are shown for the "Equipment Operations" 
and "Financial Services."  Transactions between the 
"Equipment Operations" and "Financial Services" have been 
eliminated to arrive at the "Consolidated" data.

                           Page 13

<PAGE>

DEERE & COMPANY               EQUIPMENT OPERATIONS
CONDENSED CONSOLIDATED       (Deere & Company with Financial
  BALANCE SHEET               Services on the Equity Basis)

Millions of dollars          January 31 October 31 January 31
(Unaudited)                      1999       1998      1998
Assets
Cash and short-term
  investments                 $    80.3  $    68.3  $   73.5
Cash deposited with
  unconsolidated subsidiaries      92.8      139.6     180.5
    Cash and cash equivalents     173.1      207.9     254.0
Marketable securities
Receivables from
  unconsolidated subsidiaries
  and affiliates                  227.4       95.5     107.7
Trade accounts and notes
  receivable - net              3,828.8    4,059.2   3,526.4
Financing receivables - net        83.4       85.8      82.7
Other receivables                  42.2      139.4
Equipment on operating
  leases - net                               218.6     186.6
Inventories                     1,614.7    1,286.7   1,464.3
Property and equipment - net    1,625.7    1,653.9   1,491.0
Investments in unconsolidated
  subsidiaries and affiliates   1,693.9    1,620.4   1,510.5
Intangible assets - net           204.8      210.1     174.4
Prepaid pension costs             662.3      674.3     574.7
Deferred income taxes             379.1      372.6     485.6
Other assets and
  deferred charges                159.4      141.6     125.9
    Total                     $10,694.8  $10,766.0  $9,983.8

Liabilities and Stockholders'
  Equity
Short-term borrowings         $ 2,076.2  $ 1,512.4  $1,036.6
Payables to unconsolidated
  subsidiaries and affiliates      31.9       43.0      43.2
Accounts payable and
  accrued expenses              1,473.8    2,098.1   1,693.1
Insurance and health care
  claims and reserves
Accrued taxes                     136.3      142.1     165.9
Deferred income taxes               5.5       19.7      20.8
Long-term borrowings              601.2      552.9     551.9
Retirement benefit accruals
  and other liabilities         2,341.4    2,318.0   2,326.3
    Total liabilities           6,666.3    6,686.2   5,837.8
Stockholders' equity            4,028.5    4,079.8   4,146.0
    Total                     $10,694.8  $10,766.0  $9,983.8

                           Page 14

<PAGE>

DEERE & COMPANY               FINANCIAL SERVICES
CONDENSED CONSOLIDATED
  BALANCE SHEET

Millions of dollars          January 31 October 31 January 31
(Unaudited)                     1999       1998       1998
Assets
Cash and short-term
  investments                 $  245.2   $  241.5   $  245.7
Cash deposited with
  unconsolidated subsidiaries
    Cash and cash equivalents    245.2      241.5      245.7
Marketable securities            870.8      867.3      867.6
Receivables from 
  unconsolidated subsidiaries
  and affiliates                   6.7
Trade accounts and notes
  receivables - net
Financing receivables - net    6,613.2    6,246.9    6,530.9
Other receivables                477.1      397.3      395.3
Equipment on operating
  leases - net                 1,256.5      990.6      634.2
Inventories
Property and equipment - net      48.6       46.4       43.8
Investments in unconsolidated
  subsidiaries and affiliates     20.9       20.3       12.7
Intangible assets - net            7.2        7.6        9.4
Prepaid pension costs
Deferred income taxes             21.0       23.7       43.4
Other assets and
  deferred charges                60.5       61.5       68.9
    Total                     $9,627.7   $8,903.1   $8,851.9

Liabilities and Stockholders'
  Equity
Short-term borrowings         $3,795.0   $3,809.7   $3,897.4
Payables to unconsolidated
  subsidiaries and affiliates    278.5      187.0      273.3
Accounts payable and
  accrued expenses               885.6      755.1      765.0
Insurance and health care
  claims and reserves            402.9      411.3      405.1
Accrued taxes                      5.4        2.8       12.4
Deferred income taxes             12.8                    .5
Long-term borrowings           2,674.6    2,238.8    2,090.4
Retirement benefit accruals
  and other liabilities           32.1       29.7       32.7
    Total liabilities          8,086.9    7,434.4    7,476.8
Stockholders' equity           1,540.8    1,468.7    1,375.1
    Total                     $9,627.7   $8,903.1   $8,851.9

                           Page 15

<PAGE>

DEERE & COMPANY                        CONSOLIDATED
CONDENSED STATEMENT OF             (Deere & Company and
  CONSOLIDATED CASH FLOWS        Consolidated Subsidiaries)
                                    Three Months Ended
                                        January 31
Millions of dollars (Unaudited)       1999       1998
Cash Flows from Operating Activities
Net income                          $   49.7   $  203.3
Adjustments to reconcile net income
  to net cash provided by (used for)
  operating activities                (546.8)    (809.0)
    Net cash provided by (used for)
      operating activities            (497.1)    (605.7)

Cash Flows from Investing Activities
Collections and sales of
  financing receivables              1,700.5    1,492.7
Proceeds from maturities and
  sales of marketable securities        37.3       36.9
Cost of financing receivables
  acquired                          (2,042.2)  (1,725.7)
Purchases of marketable securities     (33.8)     (76.8)
Purchases of property and
  equipment                            (54.9)     (73.0)
Cost of operating leases acquired     (125.2)    (117.9)
Acquisitions of businesses                        (38.5)
Other                                  109.9       82.6
  Net cash used for investing
    activities                        (408.4)    (419.7)

Cash Flows from Financing Activities
Increase (decrease) in short-term 
  borrowings                           541.7      979.5
Change in intercompany
  receivables/payables
Proceeds from long-term borrowings     775.0      306.0
Principal payments on long-term
  borrowings                          (297.5)     (92.6)
Proceeds from issuance of 
  common stock                            .4        6.6
Repurchases of common stock            (46.1)    (132.8)
Dividends paid                         (51.7)     (50.2)
Other
  Net cash provided by
    financing activities               921.8    1,016.5

Effect of Exchange Rate
  Changes on Cash                        (.5)      (1.9)

Net Increase (Decrease) in Cash
  and Cash Equivalents                  15.8      (10.8)
Cash and Cash Equivalents at
  Beginning of Period                  309.7      330.0
Cash and Cash Equivalents at
  End of Period                     $  325.5  $   319.2

See Notes to Interim Financial Statements.  Supplemental 
consolidating data are shown for the "Equipment Operations" 
and "Financial Services".  Transactions between the 
"Equipment Operations" and "Financial Services" have been 
eliminated to arrive at the "Consolidated" data.

                           Page 16

<PAGE>

DEERE & COMPANY                     EQUIPMENT OPERATIONS
CONDENSED STATEMENT OF             (Deere & Company with
  CONSOLIDATED CASH FLOWS           Financial Services on the
                                    Equity Basis)

                                     Three Months Ended
                                        January 31
Millions of dollars (Unaudited)     1999         1998
Cash Flows from Operating Activities
Net income                          $ 49.7       $203.3
Adjustments to reconcile net income
  to net cash provided by (used for)
  operating activities              (566.4)      (879.8)
    Net cash provided by (used for)
      operating activities          (516.7)      (676.5)

Cash Flows from Investing Activities
Collections and sales of
  financing receivables                7.5         10.1
Proceeds from maturities and
  sales of marketable securities
Cost of financing receivables
  acquired                            (9.0)       (10.3)
Purchases of marketable securities
Purchases of property and
  equipment                          (50.9)       (71.2)
Cost of operating leases acquired                 (16.1)
Acquisitions of businesses                        (38.5)
Other                                  3.5         10.9
  Net cash used for investing
    activities                       (48.9)      (115.1)

Cash Flows from Financing Activities
Increase (decrease) in short-term
  borrowings                         561.2        869.9
Change in intercompany
  receivables/payables                17.6       (56.1)
Proceeds from long-term borrowings    50.0
Principal payments on long-term
  borrowings                                       (1.1)
Proceeds from issuance of
  common stock                          .4          6.6
Repurchases of common stock          (46.1)      (132.8)
Dividends paid                       (51.7)       (50.2)
Other                                  (.1)
  Net cash provided by
    financing activities             531.3        636.3

Effect of Exchange Rate
  Changes on Cash                      (.5)        (1.9)

Net Increase (Decrease) in Cash
  and Cash Equivalents               (34.8)      (157.2)
Cash and Cash Equivalents at
  Beginning of Period                207.9        411.2
Cash and Cash Equivalents at
  End of Period                     $173.1       $254.0

                           Page 17

<PAGE>

DEERE & COMPANY                     FINANCIAL SERVICES
CONDENSED STATEMENT OF              
  CONSOLIDATED CASH FLOWS           Three Months Ended
                                        January 31
Millions of dollars (Unaudited)     1999         1998
Cash Flows from Operating Activities
Net income                          $ 43.4       $ 36.0
Adjustments to reconcile net income
  to net cash provided by (used for)
  operating activities               (18.8)        54.1
    Net cash provided by (used for)
      operating activities            24.6         90.1

Cash Flows from Investing Activities
Collections and sales of
  financing receivables            1,693.0      1,482.6
Proceeds from maturities and
  sales of marketable securities      37.3         36.9
Cost of financing receivables
  acquired                        (2,033.2)    (1,715.4)
Purchases of marketable securities   (33.8)       (76.8)
Purchases of property and
  equipment                           (4.0)        (1.8)
Cost of operating leases acquired   (125.2)      (101.8)
Acquisitions of businesses
Other                                106.4         72.9
  Net cash used for investing
    activities                      (359.5)      (303.4)

Cash Flows from Financing Activities
Increase (decrease) in short-term
  borrowings                         (19.5)       109.6
Change in intercompany 
  receivables/payables               (64.4)      (113.3)
Proceeds from long-term borrowings   725.0        306.0
Principal payments on long-term
  borrowings                        (297.5)       (91.5)
Proceeds from issuance of
  common stock
Repurchases of common stock
Dividends paid                        (5.0)       (19.3)
Other                                              (1.3)
  Net cash provided by
    financing activities             338.6        190.2

Effect of Exchange Rate
  Changes on Cash

Net Increase (Decrease) in Cash
  and Cash Equivalents                 3.7        (23.1)
Cash and Cash Equivalents at
  Beginning of Period                241.5        268.8
Cash and Cash Equivalents at End
  of Period                         $245.2       $245.7

                           Page 18

<PAGE>

            Notes to Interim Financial Statements

1.  The "Consolidated" (Deere & Company and Consolidated 
Subsidiaries) data in each of the financial statements 
conform with the requirements of Financial Accounting 
Standards Board (FASB) Statement No. 94.  In the supplemental 
consolidating data in each of the financial statements, 
"Equipment Operations" (Deere & Company with Financial 
Services on the Equity Basis) include the Company's 
agricultural equipment, construction equipment and commercial 
and consumer equipment operations, with Financial Services 
reflected on the equity basis.  Data relating to the above 
equipment operations, including the consolidated group data 
in the income statement, are also referred to as "Equipment 
Operations" in this report.  The supplemental "Financial 
Services" consolidating data in each of the financial 
statements include Deere & Company's credit, insurance and 
health care operations.

2.  Dividends declared and paid on a per share basis were as 
follows:

                                 Three Months Ended
                                   January 31
                                 1999      1998
     Dividends declared          $.22      $.22
     Dividends paid              $.22      $.20

3.  The calculation of net income per share is based on the 
average number of shares outstanding during the three months 
ended January 31, 1999 and 1998 of 231.7 million and 249.5 
million, respectively.  The calculation of diluted net income 
per share recognizes primarily the dilutive effect of the 
assumed exercise of stock options.

4.  In the first quarter of 1999, the Company adopted 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 quarter of 1999 and 1998 consisted of the following in 
millions of dollars:

                          Three Months Ended January 31

                                 1999     1998
Net income                       $49.7    $203.3
Change in cumulative 
  translation adjustment          (9.1)    (30.1)
Unrealized gain on 
  marketable securities            4.5       4.4

Comprehensive income              $45.1    $177.6


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