Deere John Capital (DE22B) 10-Q 2013 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2013

Commission file no: 1-6458

JOHN DEERE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation) 36-2386361
(IRS Employer Identification No.)

1 East First Street, Suite 600
Reno, Nevada  89501
(Address of principal executive offices)

Telephone Number:  (775) 786-5527

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     X   No        

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes     X    No        

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated filer
Non-accelerated filer  X	Smaller reporting company
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes            No   X  

At July 31, 2013, 2,500 shares of common stock, without par value, of the registrant were outstanding, all of which were owned by John Deere Financial Services, Inc., a wholly-owned subsidiary of Deere & Company.

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with certain reduced disclosures as permitted by those instructions.

Index to Exhibits: Page 35

PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements.

John Deere Capital Corporation and Subsidiaries

Statements of Consolidated Income

(Unaudited)

(in millions)

	Three Months Ended				Nine Months Ended
	July 31				July 31
	2013		2012		2013		2012
Revenues
Finance income earned on retail notes	$	178.4	$	174.0	$	537.1	$	527.2
Revolving charge account income	68.2		70.5		175.1		185.2
Finance income earned on wholesale receivables	97.4		85.0		270.0		237.8
Lease revenues	89.2		76.5		254.7		229.1
Operating loan income	.5		.6		1.5		2.2
Other income - net	18.0		16.1		52.7		49.4
Total revenues	451.7		422.7		1,291.1		1,230.9
Expenses
Interest expense	85.0		109.2		267.8		353.9
Operating expenses:
Administrative and operating expenses	88.9		84.7		274.1		252.9
Fees paid to John Deere	17.8		23.2		54.2		54.8
Provision for credit losses	3.2		1.3		5.0		.3
Depreciation of equipment on operating leases	60.1		49.9		169.3		148.6
Total operating expenses	170.0		159.1		502.6		456.6
Total expenses	255.0		268.3		770.4		810.5
Income of consolidated group before income taxes	196.7		154.4		520.7		420.4
Provision for income taxes	72.2		56.0		186.1		151.1
Income of consolidated group	124.5		98.4		334.6		269.3
Equity in income of unconsolidated affiliate	.2		.1		1.0		.9
Net income	124.7		98.5		335.6		270.2
Less: Net income attributable to noncontrolling interests
Net income attributable to the Company	$	124.7	$	98.5	$	335.6	$	270.2

See Condensed Notes to Interim Consolidated Financial Statements.

2

John Deere Capital Corporation and Subsidiaries

Statements of Consolidated Comprehensive Income

(Unaudited)

(in millions)

	Three Months Ended						Nine Months Ended
	July 31						July 31
	2013			2012			2013			2012
Net income	$	124.7		$	98.5		$	335.6		$	270.2
Other comprehensive income (loss), net of income taxes
Cumulative translation adjustment	(9.4		)	(18.5		)	(10.7		)	(40.2		)
Unrealized gain (loss) on derivatives	3.0			(4.7		)	6.9			(5.2		)
Other comprehensive loss, net of income taxes	(6.4		)	(23.2		)	(3.8		)	(45.4		)
Comprehensive income of consolidated group	118.3			75.3			331.8			224.8
Less: Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to the Company	$	118.3		$	75.3		$	331.8		$	224.8

See Condensed Notes to Interim Consolidated Financial Statements.

3

John Deere Capital Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in millions)

	July 31			October 31			July 31
	2013			2012			2012
Assets
Cash and cash equivalents	$	283.3		$	628.4		$	357.6
Receivables:
Retail notes	13,060.3			12,093.5			11,354.6
Retail notes securitized	3,903.1			3,635.3			3,179.1
Revolving charge accounts	2,519.4			2,427.7			2,498.3
Wholesale receivables	8,483.1			6,483.1			7,053.6
Financing leases	529.7			522.4			488.2
Operating loans	38.4			42.3			43.9
Total receivables	28,534.0			25,204.3			24,617.7
Allowance for credit losses	(112.0		)	(114.0		)	(114.7		)
Total receivables – net	28,422.0			25,090.3			24,503.0
Other receivables	37.8			31.2			28.4
Receivables from John Deere	166.7			365.7			389.3
Equipment on operating leases – net	1,674.1			1,418.2			1,262.7
Investment in unconsolidated affiliate	9.7			8.7			7.8
Deferred income taxes	13.9			14.6			11.3
Other assets	462.7			536.8			522.8
Total Assets	$	31,070.2		$	28,093.9		$	27,082.9
Liabilities and Stockholder’s Equity
Short-term borrowings:
Commercial paper and other notes payable	$	2,442.9		$	1,009.3		$	1,488.6
Securitization borrowings	3,780.1			3,574.8			3,028.0
John Deere	2,405.3			516.4			1,219.3
Current maturities of long-term borrowings	3,741.4			3,912.9			3,632.1
Total short-term borrowings	12,369.7			9,013.4			9,368.0
Other payables to John Deere	116.3			28.2			22.3
Accounts payable and accrued expenses	660.7			757.7			714.2
Deposits withheld from dealers and merchants	164.8			171.8			162.7
Deferred income taxes	309.6			289.3			265.7
Long-term borrowings	14,218.7			14,769.9			13,771.8
Total liabilities	27,839.8			25,030.3			24,304.7
Commitments and contingencies (Note 6)
Stockholder’s equity:
Common stock, without par value (issued and outstanding – 2,500 shares owned by John Deere Financial Services, Inc.)	1,432.8			1,432.8			1,272.8
Retained earnings	1,779.4			1,608.8			1,496.3
Accumulated other comprehensive income	17.8			21.6			8.7
Total Company stockholder’s equity	3,230.0			3,063.2			2,777.8
Noncontrolling interests	.4			.4			.4
Total stockholder’s equity	3,230.4			3,063.6			2,778.2
Total Liabilities and Stockholder’s Equity	$	31,070.2		$	28,093.9		$	27,082.9

See Condensed Notes to Interim Consolidated Financial Statements.

4

John Deere Capital Corporation and Subsidiaries

Statements of Consolidated Cash Flows

For the Nine Months Ended July 31, 2013 and 2012

(Unaudited)

(in millions)

	2013			2012
Cash Flows from Operating Activities:
Net income	$	335.6		$	270.2
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	5.0			.3
Provision for depreciation and amortization	175.9			163.0
Provision (credit) for deferred income taxes	17.3			(19.2		)
Undistributed earnings of unconsolidated affiliate	(.8		)	(.8		)
Change in accounts payable and accrued expenses	28.4			(17.4		)
Change in accrued income taxes payable/receivable	14.2			48.3
Other	96.6			(56.6		)
Net cash provided by operating activities	672.2			387.8
Cash Flows from Investing Activities:
Cost of receivables acquired (excluding wholesale)	(12,098.5		)	(10,655.0		)
Collections of receivables (excluding wholesale)	10,577.8			9,728.5
Increase in wholesale receivables - net	(2,015.3		)	(1,972.7		)
Cost of equipment on operating leases acquired	(902.9		)	(553.7		)
Proceeds from sales of equipment on operating leases	451.8			378.4
Proceeds from sales of receivables	.7			33.5
Change in restricted cash	13.5			4.5
Increase (decrease) in collateral on derivatives received - net	(30.0		)	16.9
Other	(13.0		)	(57.4		)
Net cash used for investing activities	(4,015.9		)	(3,077.0		)
Cash Flows from Financing Activities:
Increase in commercial paper and other notes payable - net	1,521.4			799.7
Increase in securitization borrowings - net	205.2			250.5
Increase in payable to John Deere - net	1,878.6			264.7
Proceeds from issuance of long-term borrowings	2,391.2			5,212.1
Payments of long-term borrowings	(2,839.6		)	(3,823.4		)
Dividends paid	(165.0		)
Debt issuance costs	(12.7		)	(22.5		)
Net cash provided by financing activities	2,979.1			2,681.1
Effect of exchange rate changes on cash and cash equivalents	19.5			3.6
Net decrease in cash and cash equivalents	(345.1		)	(4.5		)
Cash and cash equivalents at beginning of period	628.4			362.1
Cash and cash equivalents at end of period	$	283.3		$	357.6

See Condensed Notes to Interim Consolidated Financial Statements.

5

John Deere Capital Corporation and Subsidiaries

Statements of Changes in Consolidated Stockholder’s Equity

For the Nine Months Ended July 31, 2012 and 2013

(Unaudited)

(in millions)

				Company Stockholder
	Total Stockholder’s Equity			Common Stock		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Non- Controlling Interests
Balance October 31, 2011	$	2,553.4		$	1,272.8	$	1,226.1		$	54.1		$	.4
Net income	270.2					270.2
Other comprehensive loss	(45.4		)						(45.4		)
Balance July 31, 2012	$	2,778.2		$	1,272.8	$	1,496.3		$	8.7		$	.4
Balance October 31, 2012	$	3,063.6		$	1,432.8	$	1,608.8		$	21.6		$	.4
Net income	335.6					335.6
Other comprehensive loss	(3.8		)						(3.8		)
Dividends declared	(165.0		)			(165.0		)
Balance July 31, 2013	$	3,230.4		$	1,432.8	$	1,779.4		$	17.8		$	.4

See Condensed Notes to Interim Consolidated Financial Statements.

6

John Deere Capital Corporation and Subsidiaries

Condensed Notes to Interim Consolidated Financial Statements

(Unaudited)

(1)	John Deere Capital Corporation and its subsidiaries (Capital Corporation), and its other consolidated entities are collectively called the Company. The consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations and cash flows at the dates and for the periods presented. It is suggested that these interim financial statements be read in conjunction with the consolidated financial statements and the notes thereto appearing in the Company’s latest annual report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.
	The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.
	The Company provides and administers financing for retail purchases of new equipment manufactured by Deere & Company’s agriculture and turf and construction and forestry divisions and used equipment taken in trade for this equipment. The Company generally purchases retail installment sales and loan contracts (retail notes) from Deere & Company and its wholly-owned subsidiaries (collectively called John Deere). John Deere generally acquires these retail notes through John Deere retail dealers. The Company also purchases and finances a limited amount of non-Deere retail notes and continues to service a small portfolio of other retail notes. The Company also finances and services revolving charge accounts, in most cases acquired from and offered through merchants in the agriculture and turf and construction and forestry markets (revolving charge accounts). The Company also provides wholesale financing for inventories of John Deere agriculture and turf and construction and forestry equipment owned by dealers of those products (wholesale receivables). In addition, the Company leases John Deere equipment and a limited amount of non-Deere equipment to retail customers (financing and operating leases). Further, the Company finances and services operating loans (operating loans). The Company also offers credit enhanced international export financing to select customers and dealers which generally involves John Deere products. Retail notes, revolving charge accounts, wholesale receivables, financing leases and operating loans are collectively called “Receivables.” Receivables and equipment on operating leases are collectively called “Receivables and Leases.”
(2)	New accounting standards adopted in the first nine months of 2013 were as follows:
	In the first quarter of 2013, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2011-05, Presentation of Comprehensive Income, which amends Accounting Standards Codification (ASC) 220, Comprehensive Income. This ASU requires the presentation of total comprehensive income, total net income and the components of net income and comprehensive income either in a single continuous statement or in two separate but consecutive statements. The Company has presented two separate but consecutive statements with the tax effects for other comprehensive income items disclosed in the notes. The adoption did not have a material effect on the Company’s consolidated financial statements.
	In the first quarter of 2013, the Company adopted FASB ASU No. 2011-08, Testing Goodwill for Impairment, which amends ASC 350, Intangibles – Goodwill and Other. This ASU gives an entity the option to first assess qualitative factors to determine if goodwill is impaired. The entity may first determine based on qualitative factors if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If that assessment indicates no impairment, the first and second steps of the quantitative goodwill impairment test are not required. The adoption had no effect on the Company’s consolidated financial statements.

7

	In the first quarter of 2013, the Company adopted FASB ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, which amends ASC 350, Intangibles – Goodwill and Other. This ASU gives an entity the option to first assess qualitative factors to determine if indefinite-lived intangible assets are impaired. The entity may first determine based on qualitative factors if it is more likely than not that the fair value of indefinite-lived intangible assets are less than their carrying amount. If that assessment indicates no impairment, the quantitative impairment test is not required. The adoption had no effect on the Company’s consolidated financial statements.
	New accounting standards to be adopted are as follows:
	In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which amends ASC 210, Balance Sheet. This ASU requires entities to disclose gross and net information about both instruments and transactions eligible for offset in the statement of financial position and those subject to an agreement similar to a master netting arrangement. This would include derivatives and other financial securities arrangements. The effective date will be the first quarter of fiscal year 2014 and must be applied retrospectively. The adoption will not have a material effect on the Company’s consolidated financial statements.
	In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which amends ASC 220, Comprehensive Income. This ASU requires the disclosure of amounts reclassified out of accumulated other comprehensive income by component and by net income line item. The disclosure may be provided either parenthetically on the face of the financial statements or in the notes. The effective date will be the first quarter of fiscal year 2014 and must be applied prospectively. The adoption will not have a material effect on the Company’s consolidated financial statements.
(3)	Other comprehensive income items are transactions recorded in stockholder’s equity during the year, excluding net income and transactions with the stockholder. The items included in other comprehensive income (loss) and the related tax effects were as follows (in millions of dollars):

	Before Tax Amount		Tax (Expense) Credit		After Tax Amount
Three Months Ended July 31, 2013
Cumulative translation adjustment	$	(9.4)			$	(9.4)
Net unrealized gain on derivatives	4.6		$	(1.6)	3.0
Total other comprehensive loss	$	(4.8)	$	(1.6)	$	(6.4)
Three Months Ended July 31, 2012
Cumulative translation adjustment	$	(18.5)			$	(18.5)
Net unrealized loss on derivatives	(7.1)		$	2.4	(4.7)
Total other comprehensive loss	$	(25.6)	$	2.4	$	(23.2)
Nine Months Ended July 31, 2013
Cumulative translation adjustment	$	(10.7)			$	(10.7)
Net unrealized gain on derivatives	10.6		$	(3.7)	6.9
Total other comprehensive loss	$	(.1)	$	(3.7)	$	(3.8)
Nine Months Ended July 31, 2012
Cumulative translation adjustment	$	(40.2)			$	(40.2)
Net unrealized loss on derivatives	(7.9)		$	2.7	(5.2)
Total other comprehensive loss	$	(48.1)	$	2.7	$	(45.4)

8

(4)	Past due balances of Receivables represent the total balance held (principal plus accrued interest) with any payment amounts 30 days or more past the contractual payment due date.
	The Company monitors the credit quality of Receivables as either performing or non-performing monthly. Non-performing Receivables represent loans for which the Company has ceased accruing finance income. Generally, when retail notes are approximately 120 days delinquent, accrual of finance income is suspended, the collateral is repossessed or the account is designated for litigation and the estimated uncollectible amount, after charging the dealer’s withholding account, if any, is written off to the allowance for credit losses. Revolving charge accounts are generally deemed to be uncollectible and written off to the allowance for credit losses when delinquency reaches 120 days. Generally, when a wholesale receivable becomes 60 days delinquent, the Company determines whether the accrual of finance income on interest-bearing wholesale receivables should be suspended, the collateral should be repossessed or the account should be designated for litigation and the estimated uncollectible amount written off to the allowance for credit losses. Generally, when a financing lease account becomes 120 days delinquent, the accrual of lease revenue is suspended, the equipment is repossessed or the account is designated for litigation, and the estimated uncollectible amount, after charging the dealer’s withholding account, if any, is written off to the allowance for credit losses. Finance income for non-performing Receivables is recognized on a cash basis. Accrual of finance income is resumed when the receivable becomes contractually current and collections are reasonably assured.
	An aging of past due Receivables that are still accruing interest and non-performing Receivables was as follows (in millions of dollars):

	July 31, 2013
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due
Retail notes:
Agriculture and turf equipment	$	55.1	$	22.1	$	15.4	$	92.6
Construction and forestry equipment	46.3		16.7		7.6		70.6
Revolving charge accounts:
Agriculture and turf equipment	14.7		3.1		3.0		20.8
Construction and forestry equipment	3.5		.8		.4		4.7
Wholesale receivables:
Agriculture and turf equipment	4.3		1.5		2.2		8.0
Construction and forestry equipment	.6				1.0		1.6
Financing leases:
Agriculture and turf equipment	9.0		4.6		.8		14.4
Construction and forestry equipment	1.4		.7		.2		2.3
Operating loans:
Agriculture and turf equipment			.1				.1
Total Receivables	$	134.9	$	49.6	$	30.6	$	215.1

	Total Past Due		Total Non- Performing		Current		Total Receivables
Retail notes:
Agriculture and turf equipment	$	92.6	$	35.8	$	15,234.5	$	15,362.9
Construction and forestry equipment	70.6		11.3		1,518.6		1,600.5
Revolving charge accounts:
Agriculture and turf equipment	20.8		1.1		2,427.6		2,449.5
Construction and forestry equipment	4.7				65.2		69.9
Wholesale receivables:
Agriculture and turf equipment	8.0		.3		7,439.9		7,448.2
Construction and forestry equipment	1.6				1,033.3		1,034.9
Financing leases:
Agriculture and turf equipment	14.4		11.3		359.4		385.1
Construction and forestry equipment	2.3		2.5		139.8		144.6
Operating loans:
Agriculture and turf equipment	.1		.3		38.0		38.4
Total Receivables	$	215.1	$	62.6	$	28,256.3	$	28,534.0

9

	October 31, 2012
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due
Retail notes:
Agriculture and turf equipment	$	52.6	$	21.8	$	14.3	$	88.7
Construction and forestry equipment	38.6		17.0		8.7		64.3
Revolving charge accounts:
Agriculture and turf equipment	12.3		3.6		1.6		17.5
Construction and forestry equipment	2.4		.7		.3		3.4
Wholesale receivables:
Agriculture and turf equipment	2.3		3.8		6.6		12.7
Construction and forestry equipment	1.2				1.5		2.7
Financing leases:
Agriculture and turf equipment	7.0		1.7		.7		9.4
Construction and forestry equipment	.8		.3				1.1
Operating loans:
Agriculture and turf equipment
Total Receivables	$	117.2	$	48.9	$	33.7	$	199.8

	Total Past Due		Total Non- Performing		Current		Total Receivables
Retail notes:
Agriculture and turf equipment	$	88.7	$	37.8	$	14,207.3	$	14,333.8
Construction and forestry equipment	64.3		13.1		1,317.6		1,395.0
Revolving charge accounts:
Agriculture and turf equipment	17.5		.8		2,343.0		2,361.3
Construction and forestry equipment	3.4				63.0		66.4
Wholesale receivables:
Agriculture and turf equipment	12.7		.4		5,394.4		5,407.5
Construction and forestry equipment	2.7				1,072.9		1,075.6
Financing leases:
Agriculture and turf equipment	9.4		9.2		356.5		375.1
Construction and forestry equipment	1.1		1.9		144.3		147.3
Operating loans:
Agriculture and turf equipment					42.3		42.3
Total Receivables	$	199.8	$	63.2	$	24,941.3	$	25,204.3

10

	July 31, 2012
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due
Retail notes:
Agriculture and turf equipment	$	56.0	$	21.9	$	19.5	$	97.4
Construction and forestry equipment	40.3		19.2		8.0		67.5
Revolving charge accounts:
Agriculture and turf equipment	11.5		3.9		2.4		17.8
Construction and forestry equipment	2.7		1.1		.3		4.1
Wholesale receivables:
Agriculture and turf equipment	1.8		.5		1.4		3.7
Construction and forestry equipment	2.1				.6		2.7
Financing leases:
Agriculture and turf equipment	4.3		1.2		.6		6.1
Construction and forestry equipment	1.1		.2		.3		1.6
Operating loans:
Agriculture and turf equipment
Total Receivables	$	119.8	$	48.0	$	33.1	$	200.9

	Total Past Due		Total Non- Performing		Current		Total Receivables
Retail notes:
Agriculture and turf equipment	$	97.4	$	40.7	$	13,099.5	$	13,237.6
Construction and forestry equipment	67.5		14.0		1,214.6		1,296.1
Revolving charge accounts:
Agriculture and turf equipment	17.8		.7		2,417.1		2,435.6
Construction and forestry equipment	4.1				58.6		62.7
Wholesale receivables:
Agriculture and turf equipment	3.7		.3		5,914.1		5,918.1
Construction and forestry equipment	2.7				1,132.8		1,135.5
Financing leases:
Agriculture and turf equipment	6.1		11.9		327.1		345.1
Construction and forestry equipment	1.6		1.7		139.8		143.1
Operating loans:
Agriculture and turf equipment					43.9		43.9
Total Receivables	$	200.9	$	69.3	$	24,347.5	$	24,617.7

11

Allowances for credit losses on Receivables are maintained in amounts considered to be appropriate in relation to the Receivables outstanding based on historical loss experience by product category, portfolio duration, delinquency trends, economic conditions and credit risk quality.

An analysis of the allowance for credit losses and investment in Receivables was as follows (in millions of dollars):

	Three Months Ended July 31, 2013
	Retail Notes			Revolving Charge Accounts			Wholesale Receivables		Other			Total Receivables
Allowance:
Beginning of period balance	$	51.1		$	39.7		$	6.4	$	14.9		$	112.1
Provision for credit losses	.6			2.5					.1			3.2
Write-offs	(2.6		)	(6.3		)			(.1		)	(9.0		)
Recoveries	1.8			3.8			.1		.3			6.0
Other changes (primarily translation adjustments)	(.2		)						(.1		)	(.3		)
End of period balance	$	50.7		$	39.7		$	6.5	$	15.1		$	112.0

	Nine Months Ended
	July 31, 2013
Allowance:
Beginning of period balance	$	56.4		$	40.2		$	5.9		$	11.5		$	114.0
Provision (credit) for credit losses	(2.0		)	3.1			.2			3.7			5.0
Write-offs	(7.9		)	(15.1		)	(.2		)	(1.0		)	(24.2		)
Recoveries	4.9			11.5			.2			1.0			17.6
Other changes (primarily translation adjustments)	(.7		)				.4			(.1		)	(.4		)
End of period balance	$	50.7		$	39.7		$	6.5		$	15.1		$	112.0
Balance individually evaluated *							$	.2		$	3.7		$	3.9
Receivables:
End of period balance	$	16,963.4		$	2,519.4		$	8,483.1		$	568.1		$	28,534.0
Balance individually evaluated *	$	15.0		$	.2		$	.2		$	38.0		$	53.4

*Remainder is collectively evaluated.

12

	Three Months Ended July 31, 2012
	Retail Notes			Revolving Charge Accounts			Wholesale Receivables			Other			Total Receivables
Allowance:
Beginning of period balance	$	62.0		$	39.7		$	6.5		$	11.6		$	119.8
Provision (credit) for credit losses	(4.5		)	5.8			.3			(.3		)	1.3
Write-offs	(1.9		)	(11.2		)	(.1		)	(.4		)	(13.6		)
Recoveries	1.6			5.4						.5			7.5
Other changes (primarily translation adjustments)	(.2		)				(.2		)	.1			(.3		)
End of period balance	$	57.0		$	39.7		$	6.5		$	11.5		$	114.7

	Nine Months Ended
	July 31, 2012
Allowance:
Beginning of period balance	$	67.8		$	39.7		$	6.0		$	12.8		$	126.3
Provision (credit) for credit losses	(10.0		)	8.2			.9			1.2			.3
Write-offs	(5.2		)	(24.7		)	(.3		)	(3.0		)	(33.2		)
Recoveries	4.8			16.5			.1			.6			22.0
Other changes (primarily translation adjustments)	(.4		)				(.2		)	(.1		)	(.7		)
End of period balance	$	57.0		$	39.7		$	6.5		$	11.5		$	114.7
Balance individually evaluated *	$	.3					$	.5					$	.8
Receivables:
End of period balance	$	14,533.7		$	2,498.3		$	7,053.6		$	532.1		$	24,617.7
Balance individually evaluated *	$	17.5					$	.8					$	18.3

*Remainder is collectively evaluated.

Receivables are considered impaired when it is probable the Company will be unable to collect all amounts due according to the contractual terms. Receivables reviewed for impairment generally include those that are either past due, or have provided bankruptcy notification, or require significant collection efforts. Receivables that are impaired are generally classified as non-performing.

13

An analysis of impaired Receivables was as follows (in millions of dollars):

	Recorded Investment		Unpaid Principal Balance		Specific Allowance		Average Recorded Investment
July 31, 2013 *
Receivables with specific allowance:
Wholesale receivables	$	.2	$	.2	$	.2	$	.2
Operating loans	18.3		18.2		3.7		18.9
Total	18.5		18.4		3.9		19.1
Receivables without specific allowance:
Retail notes	7.5		7.4				8.1
Total	$	26.0	$	25.8	$	3.9	$	27.2
Agriculture and turf	$	23.8	$	23.6	$	3.9	$	24.7
Construction and forestry	$	2.2	$	2.2			$	2.5
October 31, 2012 *
Receivables with specific allowance:
Revolving charge accounts	$	.5	$	.5	$	.5	$	.5
Wholesale receivables	.2		.2		.1		.2
Total	.7		.7		.6		.7
Receivables without specific allowance:
Retail notes	8.5		8.4				8.4
Total	$	9.2	$	9.1	$	.6	$	9.1
Agriculture and turf	$	6.5	$	6.4	$	.6	$	6.1
Construction and forestry	$	2.7	$	2.7			$	3.0
July 31, 2012 *
Receivables with specific allowance:
Retail notes	$	1.1	$	1.0	$	.3	$	1.3
Wholesale receivables	.5		.5		.5		.9
Total	1.6		1.5		.8		2.2
Receivables without specific allowance:
Retail notes	9.6		9.4				8.4
Wholesale receivables	.2		.2				.2
Total	$	11.4	$	11.1	$	.8	$	10.8
Agriculture and turf	$	8.6	$	8.3	$	.8	$	7.7
Construction and forestry	$	2.8	$	2.8			$	3.1

*Finance income recognized was not material.

14

	A troubled debt restructuring is generally the modification of debt in which a creditor grants a concession it would not otherwise consider to a debtor that is experiencing financial difficulties. These modifications may include a reduction of the stated interest rate, an extension of the maturity dates, a reduction of the face amount or maturity amount of the debt, or a reduction of accrued interest. During the first nine months of 2013, the Company identified 79 Receivable contracts, primarily operating loans and retail notes, as troubled debt restructurings with aggregate balances of $15.5 million pre-modification and $14.8 million post-modification.  During the first nine months of 2012, there were 120 contracts, primarily retail notes, with $4.1 million pre-modification and $3.8 million post-modification balances. During these same periods, there were no significant troubled debt restructurings that subsequently defaulted and were written off. At July 31, 2013, the Company had no commitments to lend additional funds to borrowers whose accounts were modified in troubled debt restructurings.
(5)	Securitization of receivables:
	The Company, as a part of its overall funding strategy, periodically transfers certain Receivables (retail notes) into variable interest entities (VIEs) that are special purpose entities (SPEs), or a non-VIE banking operation, as part of its asset-backed securities programs (securitizations).  The structure of these transactions is such that the transfer of the retail notes does not meet the criteria of sales of receivables, and is, therefore, accounted for as a secured borrowing. SPEs utilized in securitizations of retail notes differ from other entities included in the Company’s consolidated statements because the assets they hold are legally isolated. Use of the assets held by the SPEs or the non-VIE is restricted by terms of the documents governing the securitization transactions.
	In securitizations of retail notes related to secured borrowings, the retail notes are transferred to certain SPEs or to a non-VIE banking operation, which in turn issue debt to investors. The resulting secured borrowings are recorded as “Securitization borrowings” on the balance sheet. The securitized retail notes are recorded as “Retail notes securitized” on the balance sheet. The total restricted assets on the balance sheet related to these securitizations include the retail notes securitized less an allowance for credit losses, and other assets primarily representing restricted cash. For those securitizations in which retail notes are transferred into SPEs, the SPEs supporting the secured borrowings are consolidated unless the Company does not have both the power to direct the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs. No additional support to these SPEs beyond what was previously contractually required has been provided during the reporting periods.
	In certain securitizations, the Company consolidates the SPEs since it has both the power to direct the activities that most significantly impact the SPEs’ economic performance, through its role as servicer of all the Receivables held by the SPEs, and the obligation through variable interests in the SPEs to absorb losses or receive benefits that could potentially be significant to the SPEs. The restricted assets (retail notes securitized, allowance for credit losses and other assets) of the consolidated SPEs totaled $2,108 million, $2,330 million and $1,666 million at July 31, 2013, October 31, 2012 and July 31, 2012, respectively. The liabilities (securitization borrowings and accounts payable and accrued expenses) of these SPEs totaled $2,010 million, $2,262 million and $1,530 million at July 31, 2013, October 31, 2012 and July 31, 2012, respectively. The credit holders of these SPEs do not have legal recourse to the Company’s general credit.
	In certain securitizations, the Company transfers retail notes to a non-VIE banking operation, which is not consolidated since the Company does not have a controlling interest in the entity. The Company’s carrying values and interests related to these securitizations with the unconsolidated non-VIE were restricted assets (retail notes securitized, allowance for credit losses and other assets) of $407 million, $324 million and $376 million at July 31, 2013, October 31, 2012 and July 31, 2012, respectively. The liabilities (securitization borrowings and accounts payable and accrued expenses) were $384 million, $310 million and $354 million at July 31, 2013, October 31, 2012 and July 31, 2012, respectively.

15

In certain securitizations, the Company transfers retail notes into bank-sponsored, multi-seller, commercial paper conduits, which are SPEs that are not consolidated. The Company does not service a significant portion of the conduits’ receivables, and, therefore, does not have the power to direct the activities that most significantly impact the conduits’ economic performance. These conduits provide a funding source to the Company (as well as other transferors into the conduit) as they fund the retail notes through the issuance of commercial paper. The Company’s carrying values and variable interests related to these conduits were restricted assets (retail notes securitized, allowance for credit losses and other assets) of $1,471 million, $1,049 million and $1,213 million at July 31, 2013, October 31, 2012 and July 31, 2012, respectively. The liabilities (securitization borrowings and accounts payable and accrued expenses) related to these conduits were $1,387 million, $1,004 million and $1,145 million at July 31, 2013, October 31, 2012 and July 31, 2012, respectively.

The Company’s carrying amount of the liabilities to the unconsolidated conduits, compared to the maximum exposure to loss related to these conduits, which would only be incurred in the event of a complete loss on the restricted assets was as follows (in millions of dollars):

	July 31 2013
Carrying value of liabilities	$	1,387
Maximum exposure to loss	1,471

The total assets of unconsolidated VIEs related to securitizations were approximately $41 billion at July 31, 2013.

The components of consolidated restricted assets related to secured borrowings in securitization transactions were as follows (in millions of dollars):

	July 31 2013			October 31 2012			July 31 2012
Retail notes securitized	$	3,903.1		$	3,635.3		$	3,179.1
Allowance for credit losses	(12.6		)	(17.7		)	(15.5		)
Other assets	95.1			85.6			91.6
Total restricted securitized assets	$	3,985.6		$	3,703.2		$	3,255.2

The components of consolidated secured borrowings and other liabilities related to securitizations were as follows (in millions of dollars):

	July 31 2013		October 31 2012		July 31 2012
Securitization borrowings	$	3,780.1	$	3,574.8	$	3,028.0
Accounts payable and accrued expenses	.9		1.3		1.2
Total liabilities related to restricted securitized assets	$	3,781.0	$	3,576.1	$	3,029.2

	The secured borrowings related to these restricted retail notes are obligations that are payable as the retail notes are liquidated. Repayment of the secured borrowings depends primarily on cash flows generated by the restricted assets. Due to the Company’s short-term credit rating, cash collections from these restricted assets are not required to be placed into a restricted collection account until immediately prior to the time payment is required to the secured creditors. At July 31, 2013, the maximum remaining term of all restricted securitized retail notes was approximately seven years.
(6)	Commitments and contingencies:
	At July 31, 2013, John Deere Financial Inc., the John Deere finance subsidiary in Canada, had $273 million of commercial paper, $1,046 million of medium-term notes outstanding, and a fair value liability of $8 million for derivatives, prior to considering applicable netting provisions, with a notional amount of $1,723 million that were guaranteed by John Deere Capital Corporation. The weighted average interest rate on the medium-term notes at July 31, 2013 was 3.6 percent with a maximum remaining maturity of approximately two years.

16

	The Company has a variable interest in  John Deere Canada Funding Inc. (JDCFI), a wholly-owned subsidiary of John Deere Financial Inc., which was created as a VIE to issue debt in public markets to fund the operations of affiliated companies in Canada. The Company has a variable interest in JDCFI because it provides guarantees for all debt issued by JDCFI, however it does not consolidate JDCFI because it does not have the power to direct the activities that most significantly impact JDCFI’s economic performance. The Company has no carrying value of assets or liabilities related to JDCFI. Its maximum exposure to loss is the amount of the debt issued by JDCFI and guaranteed by the Company, which was $1,119 million at July 31, 2013. The weighted average interest rate on the debt at July 31, 2013 was 2.3 percent with a maximum remaining maturity of approximately four years. No additional support beyond what was previously contractually required has been provided to JDCFI during the reporting periods.
	The Company has commitments to extend credit to customers and John Deere dealers through lines of credit and other pre-approved credit arrangements. The Company applies the same credit policies and approval process for these commitments to extend credit as it does for its Receivables. Collateral is not required for these commitments, but if credit is extended, collateral may be required upon funding. The amount of unused commitments to extend credit to John Deere dealers was $5.3 billion at July 31, 2013. The amount of unused commitments to extend credit to customers was $27.9 billion at July 31, 2013. A significant portion of these commitments is not expected to be fully drawn upon; therefore, the total commitment amounts likely do not represent a future cash requirement. The Company generally has the right to unconditionally cancel, alter or amend the terms of these commitments at any time. Over 95 percent of these unused commitments to extend credit to customers relate to revolving charge accounts.
	At July 31, 2013, the Company had restricted other assets of approximately $6 million. See Note 5 for additional restricted assets associated with borrowings related to securitizations.
	The Company is subject to various unresolved legal actions which arise in the normal course of its business, the most prevalent of which relate to state and federal laws and regulations concerning retail credit. The Company believes the reasonably possible range of losses for these unresolved legal actions in addition to amounts accrued would not have a material effect on its consolidated financial statements.
(7)	The Company’s unrecognized tax benefits at July 31, 2013 were $32.4 million, compared to $32.5 million at October 31, 2012. The liability at July 31, 2013 consisted of approximately $18.2 million, which would affect the effective tax rate if it was recognized. The remaining liability was related to tax positions for which there are offsetting tax receivables, or the uncertainty was only related to timing. The changes in the unrecognized tax benefits for the first nine months of 2013 were not significant. The Company expects that any reasonably possible change in the amounts of unrecognized tax benefits in the next 12 months would not be significant.
(8)	The fair values of financial instruments that do not approximate the carrying values were as follows (in millions of dollars):

	July 31, 2013		October 31, 2012		July 31, 2012
	Carrying Value	Fair Value *	Carrying Value	Fair Value *	Carrying Value	Fair Value *
Receivables financed – net	$ 24,531	$ 24,434	$ 21,472	$ 21,455	$ 21,339	$ 21,328
Retail notes securitized – net	3,891	3,868	3,618	3,615	3,164	3,165
Securitization borrowings	3,780	3,778	3,575	3,584	3,028	3,038
Current maturities of long-term borrowings	3,741	3,779	3,913	3,947	3,632	3,667
Long-term borrowings	14,219	14,346	14,770	15,048	13,772	14,058

*  Fair value measurements above were Level 3 for all Receivables and Level 2 for all borrowings.

Fair values of Receivables that were issued long-term were based on the discounted values of their related cash flows at interest rates currently being offered by the Company for similar Receivables. The fair values of the remaining Receivables approximated the carrying amounts.

17

Fair values of long-term borrowings and short-term securitization borrowings were based on current market quotes for identical or similar borrowings and credit risk, or on the discounted values of their related cash flows at current market interest rates. Certain long-term borrowings have been swapped to current variable interest rates. The carrying values of these long-term borrowings included adjustments related to fair value hedges.
Assets and liabilities measured at fair value as Level 2 measurements on a recurring basis were as follows (in millions of dollars):
		July 31		October 31		July 31
		2013		2012		2012
Receivables from John Deere
Derivatives:
Interest rate contracts		$	165.9	$	355.8	$	374.7
Cross-currency interest rate contracts		.8		9.9		14.6
Other assets
Derivatives:
Interest rate contracts		171.5		227.6		246.9
Foreign exchange contracts		.8		1.9		3.6
Cross-currency interest rate contracts				.3		.8
Total assets *		$	339.0	$	595.5	$	640.6
Other payables to John Deere
Derivatives:
Interest rate contracts		$	114.1	$	25.3	$	18.5
Cross-currency interest rate contracts		2.2		2.9		3.8
Accounts payable and accrued expenses
Derivatives:
Interest rate contracts		32.4		41.3		45.9
Foreign exchange contracts		13.9		5.4		15.9
Cross-currency interest rate contracts		38.3		56.4		83.2
Total liabilities		$	200.9	$	131.3	$	167.3
*	Excluded from this table are the Company’s cash equivalents, which were carried at cost that approximates fair value. The cash equivalents consist primarily of money market funds that were Level 1 measurements.
	Fair value, nonrecurring, Level 3 measurements were as follows (in millions of dollars):

	Fair Value *			Losses
				Three Months Ended		Nine Months Ended
	July 31	October 31	July 31	July 31		July 31
	2013	2012	2012	2013	2012	2013	2012
Receivables:
Retail notes			$     .8		$    .3		$    .3
Wholesale receivables		$      .1				$    .1	.5
Operating loans	$    14.6					3.7
Total Receivables	$    14.6	$      .1	$     .8		$    .3	$  3.8	$    .8

*

Does not include cost to sell.

Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities.  Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs.

18

	Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market and income approaches. The Company utilizes valuation models and techniques that maximize the use of observable inputs. The models are industry-standard models that consider various assumptions including time values and yield curves as well as other economic measures. These valuation techniques are consistently applied.
	The following is a description of the valuation methodologies the Company uses to measure certain financial instruments on the balance sheet at fair value:
	Derivatives – The Company’s derivative financial instruments consist of interest rate swaps and caps, foreign currency forwards and swaps and cross-currency interest rate swaps. The portfolio is valued based on an income approach (discounted cash flow) using market observable inputs, including swap curves and both forward and spot exchange rates for currencies.
	Receivables – Specific reserve impairments are based on the fair value of the collateral, which is measured using a market approach (appraisal values or realizable values). Inputs include a selection of realizable values.
(9)	It is the Company’s policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading. The Company manages the relationship of the types and amounts of its funding sources to its receivable and lease portfolio in an effort to diminish risk due to interest rate and foreign currency fluctuations, while responding to favorable financing opportunities. The Company also has foreign currency exposures at some of its foreign and domestic operations related to financing in currencies other than the functional currencies.
	All derivatives are recorded at fair value on the balance sheet. Each derivative is designated as a cash flow hedge, a fair value hedge, or remains undesignated. All designated hedges are formally documented as to the relationship with the hedged item as well as the risk-management strategy. Both at inception and on an ongoing basis the hedging instrument is assessed as to its effectiveness. If and when a derivative is determined not to be highly effective as a hedge, or the underlying hedged transaction is no longer likely to occur, or the hedge designation is removed, or the derivative is terminated, hedge accounting is discontinued. Any past or future changes in the derivative’s fair value, which will not be effective as an offset to the income effects of the item being hedged, are recognized currently in the income statement.
	The Company’s outstanding derivatives have been transacted with both unrelated external counterparties and with John Deere. For derivatives transacted with John Deere, the Company utilizes a centralized hedging center structure in which John Deere enters into a derivative transaction with an unrelated external counterparty and simultaneously enters into a derivative transaction with the Company. Except for collateral provisions, the terms of the transaction between the Company and John Deere are identical to the terms of the transaction between John Deere and its unrelated external counterparty.
	Certain of the Company’s derivative agreements executed directly with unrelated external counterparties contain credit support provisions that may require the Company to post collateral based on reductions in credit ratings. At July 31, 2013, October 31, 2012 and July 31, 2012, there were no aggregate liability positions for derivatives with credit-risk-related contingent features. The Company, due to its credit rating and amounts of net liability positions, has not posted any collateral. If the credit-risk-related contingent features were triggered, the Company would be required to post full collateral for any liability position, prior to considering applicable netting provisions.

19

Derivative instruments are subject to significant concentrations of credit risk to the banking sector. The Company manages individual unrelated external counterparty exposure by setting limits that consider the credit rating of the unrelated external counterparty and the size of other financial commitments and exposures between the Company and the unrelated external counterparty banks. All interest rate derivatives are transacted under International Swaps and Derivatives Association (ISDA) documentation. Some of these agreements executed with unrelated external counterparties include credit support provisions. Each master agreement executed with an unrelated external counterparty permits the net settlement of amounts owed in the event of early termination. The maximum amount of loss that the Company would incur on derivatives transacted directly with unrelated external counterparties, if the counterparties to those derivative transactions fail to meet their obligations, not considering collateral received or netting arrangements, was $172 million, $230 million and $251 million as of July 31, 2013, October 31, 2012 and July 31, 2012, respectively. The amount of collateral received from unrelated external counterparties at July 31, 2013, October 31, 2012 and July 31, 2012 to offset this potential maximum loss was $6 million, $36 million and $42 million, respectively. The netting provisions of the agreements would reduce the maximum amount of loss the Company would incur if the unrelated external counterparties to derivative instruments fail to meet their obligations by an additional $45 million, $63 million and $67 million as of July 31, 2013, October 31, 2012 and July 31, 2012, respectively. None of the concentrations of risk with any individual unrelated external counterparty was considered significant in any periods presented.

The Company also has ISDA agreements with John Deere that permit the net settlement of amounts owed between counterparties in the event of early termination. In addition, the Company has agreed to absorb any losses and expenses John Deere incurs if an unrelated external counterparty fails to meet its obligations on a derivative transaction that John Deere entered into to manage exposures of the Company.  The maximum amount of loss that the Company would incur on derivatives transacted with John Deere if the unrelated external counterparty would fail to meet its obligations, considering both the netting arrangements as well as the loss sharing agreement, was $95 million, $341 million and $370 million as of July 31, 2013, October 31, 2012 and July 31, 2012, respectively.

Cash flow hedges

Certain interest rate and cross-currency interest rate contracts (swaps) were designated as hedges of future cash flows from borrowings. The total notional amounts of the receive-variable/pay-fixed interest rate contracts at July 31, 2013, October 31, 2012 and July 31, 2012 were $3,100 million, $2,850 million and $2,350 million, respectively. The notional amounts of cross-currency interest rate contracts at July 31, 2013, October 31, 2012 and July 31, 2012 were $746 million, $853 million and $853 million, respectively. The effective portions of the fair value gains or losses on these cash flow hedges were recorded in other comprehensive income (OCI) and subsequently reclassified into interest expense or administrative and operating expenses (foreign exchange) in the same periods during which the hedged transactions affected earnings. These amounts offset the effects of interest rate or foreign currency exchange rate changes on the related borrowings. Any ineffective portions of the gains or losses on all cash flow interest rate contracts designated as hedges were recognized currently in interest expense or administrative and operating expenses (foreign exchange) and were not material during any periods presented. The cash flows from these contracts were recorded in operating activities in the statements of consolidated cash flows.

The amount of loss recorded in OCI at July 31, 2013 that is expected to be reclassified to interest expense or administrative and operating expenses in the next twelve months if interest rates or exchange rates remain unchanged is approximately $5 million after-tax. These contracts mature in up to 17 months. There were no gains or losses reclassified from OCI to earnings based on the probability that the original forecasted transaction would not occur.

20

Fair value hedges
Certain interest rate contracts (swaps) were designated as fair value hedges of borrowings. The total notional amounts of these receive-fixed/pay-variable interest rate contracts at July 31, 2013, October 31, 2012 and July 31, 2012 were $6,848 million, $8,688 million and $7,168 million, respectively. The effective portions of the fair value gains or losses on these contracts were offset by fair value gains or losses on the hedged items (fixed-rate borrowings). Any ineffective portions of the gains or losses were recognized currently in interest expense. The ineffective portions were a loss of $2 million and a gain of $4 million during the third quarter of 2013 and 2012 and a gain of $.4 million and a loss of $4 million during the first nine months of 2013 and 2012, respectively. The cash flows from these contracts were recorded in operating activities in the statements of consolidated cash flows.
The gains (losses) on these contracts and the underlying borrowings recorded in interest expense were as follows (in millions of dollars):
	Three Months Ended July 31						Nine Months Ended July 31
	2013			2012			2013			2012
Interest rate contracts *	$	(286.8	)	$	120.8		$	(286.6	)	$	206.1
Borrowings **	284.6			(117.0		)	287.0			(210.5		)
*   Includes changes in fair value of interest rate contracts excluding net accrued interest income of $36.1 million and $36.2 million during the third quarter of 2013 and 2012 and $111.2 million and $110.7 million during the first nine months of 2013 and 2012, respectively.
**   Includes adjustments for fair values of hedged borrowings excluding accrued interest expense of $57.9 million and $63.7 million during the third quarter of 2013 and 2012 and $181.5 million and $195.5 million during the first nine months of 2013 and 2012, respectively.
Derivatives not designated as hedging instruments
The Company has certain interest rate contracts (swaps and caps), foreign exchange contracts (forwards and swaps) and cross-currency interest rate contracts (swaps), which were not formally designated as hedges. These derivatives were held as economic hedges for underlying interest rate or foreign currency exposures primarily for certain borrowings. The total notional amounts of these interest rate swaps at July 31, 2013, October 31, 2012 and July 31, 2012 were $2,874 million, $2,380 million and $2,100 million, the foreign exchange contracts were $1,438 million, $1,298 million and $1,428 million and the cross-currency interest rate contracts were $79 million, $78 million and $77 million, respectively. At July 31, 2013, October 31, 2012 and July 31, 2012 there were also $1,795 million, $1,445 million and $1,590 million, respectively, of interest rate caps purchased and the same amounts sold at the same capped interest rate to facilitate borrowings through securitization of retail notes. The fair value gains or losses from the interest rate contracts were recognized currently in interest expense and the gains or losses from foreign exchange contracts in administrative and operating expenses, generally offsetting over time the expenses on the exposures being hedged. The cash flows from these non-designated contracts were recorded in operating activities in the statements of consolidated cash flows.

21

Fair values of derivative instruments in the consolidated balance sheets were as follows (in millions of dollars):
	July 31 2013		October 31 2012		July 31 2012
Receivables from John Deere
Designated as hedging instruments:
Interest rate contracts	$	131.9	$	314.2	$	330.1
Cross-currency interest rate contracts			8.7		13.2
Total designated	131.9		322.9		343.3
Not designated as hedging instruments:
Interest rate contracts	34.0		41.6		44.6
Cross-currency interest rate contracts	.8		1.2		1.4
Total not designated	34.8		42.8		46.0
Other Assets
Designated as hedging instruments:
Interest rate contracts	152.9		197.0		216.8
Not designated as hedging instruments:
Interest rate contracts	18.6		30.6		30.1
Foreign exchange contracts	.8		1.9		3.6
Cross-currency interest rate contracts			.3		.8
Total not designated	19.4		32.8		34.5
Total derivatives	$	339.0	$	595.5	$	640.6
Other Payables to John Deere
Designated as hedging instruments:
Interest rate contracts	$	95.5	$	11.8	$	6.7
Cross-currency interest rate contracts	.8		2.2		3.4
Total designated	96.3		14.0		10.1
Not designated as hedging instruments:
Interest rate contracts	18.6		13.5		11.8
Cross-currency interest rate contracts	1.4		.7		.4
Total not designated	20.0		14.2		12.2
Accounts Payable and Accrued Expenses
Designated as hedging instruments:
Cross-currency interest rate contracts	38.3		56.3		83.1
Not designated as hedging instruments:
Interest rate contracts	32.4		41.3		45.9
Foreign exchange contracts	13.9		5.4		15.9
Cross-currency interest rate contracts			.1		.1
Total not designated	46.3		46.8		61.9
Total derivatives	$	200.9	$	131.3	$	167.3

22

	The classification and gains (losses), including accrued interest expense related to derivative instruments on the statements of consolidated income consisted of the following (in millions of dollars):
		Expense or OCI	Three Months Ended July 31						Nine Months Ended July 31
		Classification	2013			2012			2013			2012
	Fair Value Hedges:
	Interest rate contracts	Interest expense	$	(250.7	)	$	157.0		$	(175.4	)	$	316.8
	Cash Flow Hedges:
	Recognized in OCI
	(Effective Portion):
	Interest rate contracts	OCI (pretax) *	(2.1		)	(8.3		)	(9.8		)	(16.7		)
	Foreign exchange contracts	OCI (pretax) *	12.7			(33.7		)	23.1			(64.2		)
	Reclassified from OCI
	(Effective Portion):
	Interest rate contracts	Interest expense *	(4.6		)	(3.6		)	(13.7		)	(9.2		)
	Foreign exchange contracts	Administrative and operating expenses *	10.6			(31.3		)	16.4			(63.8		)
	Recognized Directly in Income
	(Ineffective Portion)		**			**			**			**
	Not Designated as Hedges:
	Interest rate contracts	Interest expense *	$	.5		$	(3.7	)	$	(3.6	)	$	(8.0	)
	Foreign exchange contracts	Administrative and operating expenses *	86.9			30.9			82.1			44.7
	Total not designated		$	87.4		$	27.2		$	78.5		$	36.7
	*    Includes interest and foreign exchange gains (losses) from cross-currency interest rate contracts.
	**  The amount is not significant.
	Included in the above table are interest expense and administrative and operating expense amounts the Company incurred on derivatives transacted with John Deere. The amount the Company recognized on these affiliate party transactions for the three months ended July 31, 2013 and 2012 was a loss of $233 million and a gain of $145 million, respectively. The amount the Company recognized on these affiliate party transactions for the nine months ended July 31, 2013 and 2012 was a loss of $178 million and a gain of $279 million, respectively.
(10)	The Company is a participating employer in certain Deere & Company sponsored defined benefit pension plans for employees in the U.S. and certain defined benefit pension plans outside the U.S. These pension plans provide for benefits that are based primarily on years of service and employee compensation. Pension expense is actuarially determined based on the Company’s employees included in the plan. The Company’s pension expense amounted to $2.4 million for the third quarter and $6.8 million for the first nine months of 2013, compared with $1.3 million and $4.4 million for the same periods last year. The accumulated benefit obligation and plan net assets for the employees of the Company are not determined separately from Deere & Company. The Company generally provides defined benefit health care and life insurance plans for retired employees in the U.S. as a participating employer in Deere & Company’s sponsored plans. Health care and life insurance benefits expense is actuarially determined based on the Company’s employees included in the plans and amounted to $2.9 million for the third quarter and $8.6 million for the first nine months of 2013, compared with $2.0 million and $5.9 million for the same periods last year. Further disclosure for these plans is included in Deere & Company’s Form 10-Q for the quarter ended July 31, 2013.

23

Item 2.           Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

Overview

Organization

The Company primarily generates revenues and cash by financing John Deere dealers’ sales and leases of new and used agriculture and turf equipment and construction and forestry equipment. In addition, the Company also provides wholesale financing to dealers of the foregoing equipment and finances retail revolving charge accounts and operating loans.

Trends and Economic Conditions

The Company’s business is closely related to John Deere’s business. Industry sales of agricultural machinery in the U.S. and Canada are forecast to increase by about 5 percent for 2013. Industry sales in the European Union 28 nations are forecast to decrease about 5 percent for the year. South American industry sales are projected to increase about 20 percent. Industry sales in the Commonwealth of Independent States are expected to be moderately lower than in fiscal year 2012, while Asian sales are projected to be about the same for the fiscal year.  Industry sales of turf and utility equipment in the U.S. and Canada are expected to increase about 5 percent in 2013.  John Deere’s agriculture and turf segment sales increased 8 percent for the third quarter and 12 percent for the first nine months of 2013. These sales are forecast to increase by about 7 percent for fiscal year 2013. Construction equipment industry markets reflect a cautious outlook for U.S. economic growth, while global forestry markets are expected to be higher in comparison to 2012. John Deere’s construction and forestry sales decreased 11 percent in the third quarter and 8 percent for the first nine months of 2013. These sales are forecast to decrease by about 8 percent for 2013.

Net income attributable to the Company in fiscal year 2013 is expected to increase to approximately $465 million, compared to $383 million in fiscal year 2012. The forecast improvement from 2012 is primarily due to expected growth in the portfolio, partially offset by higher administrative and operating expenses.

Items of concern include the uncertainty of the effectiveness of governmental actions in respect to monetary and fiscal policies, the global economic recovery, the impact of sovereign and state debt, eurozone issues, capital market disruptions and trade agreements. Extreme weather in the world’s growing regions and significant volatility in the price of many commodities could also impact John Deere’s and the Company’s results.

John Deere’s results are a reflection of considerable strength in the farm sector, especially in North and South America. John Deere believes its investment in new products, capacity and the growing global customer base should help John Deere deliver value to its customers, investors and other stakeholders in the future.

2013 Compared with 2012

Net income attributable to the Company was $124.7 million for the third quarter and $335.6 million for the first nine months of 2013, compared with $98.5 million and $270.2 million for the same periods last year. Results improved for both periods primarily due to growth in the portfolio. Nine-month results were also impacted by higher administrative and operating expenses.

Revenues totaled $451.7 million for the third quarter and $1,291.1 million for the first nine months of 2013, compared with $422.7 million and $1,230.9 million for the same periods last year. Finance income earned on retail notes totaled $537.1 million for the first nine months of 2013, compared with $527.2 million for the same period in 2012. The increase was primarily due to a 15 percent increase in the average balance of retail notes, partially offset by lower average financing rates. Revenues earned on revolving charge accounts amounted to $175.1 million in the first nine months of 2013, compared with $185.2 million during the same period last year. The decrease was primarily due to lower average financing rates. Finance income earned on wholesale receivables totaled $270.0 million for the first nine months of 2013, compared with $237.8 million for the same period in 2012. The increase was primarily due to a 28 percent increase in the average balance of wholesale receivables, partially offset by lower average financing rates. Lease revenues totaled $254.7 million in the first nine months of 2013, compared with $229.1 million in the first nine months of 2012. The increase was primarily due to a 21 percent increase in the average balance of leases, partially offset by lower average financing rates. Revenues earned from John Deere totaled $307.4 million for the first nine months of 2013, compared with $315.8 million for the same period last year.

24

Interest expense totaled $85.0 million for the third quarter and $267.8 million for the first nine months of 2013, compared with $109.2 million and $353.9 million for the same periods in 2012. The decreases were primarily due to lower average borrowing rates, partially offset by higher average borrowings.

Administrative and operating expenses were $88.9 million in the third quarter and $274.1 million for the first nine months of 2013, compared with $84.7 million and $252.9 million for the same periods in 2012. The increases were primarily due to higher employment costs.

Fees paid to John Deere totaled $17.8 million in the third quarter and $54.2 million in the first nine months of 2013, compared with $23.2 million and $54.8 million for the same periods in 2012. The decreases were primarily due to corporate support fees.

During the third quarter and first nine months of 2013, the provision for credit losses totaled $3.2 million and $5.0 million, respectively, compared with $1.3 million and $.3 million for the same periods in 2012. The increases were primarily due to a reduction in the allowance for credit losses in 2012. The annualized provision for credit losses, as a percentage of the average balance of total Receivables financed, was .05 percent for the third quarter and .03 percent for the first nine months of 2013, compared with .02 percent and .00 percent for the same periods in 2012. See the Company’s most recently filed annual report on Form 10-K for further information regarding the Company’s allowance for credit losses policies.

Depreciation of equipment on operating leases was $60.1 million in the third quarter and $169.3 million for the first nine months of 2013, compared with $49.9 million and $148.6 million for the same periods in 2012. The increases were primarily the result of higher average balances of equipment on operating leases.

The Company’s ratio of earnings to fixed charges was 3.29 to 1 for the third quarter of 2013, compared with 2.40 to 1 for the third quarter of 2012. The Company’s ratio of earnings to fixed charges was 2.92 to 1 for the first nine months of 2013, compared with 2.18 to 1 for the first nine months of 2012. “Earnings” consist of income before income taxes, the cumulative effect of changes in accounting and fixed charges excluding unamortized capitalized interest. “Fixed charges” consist of interest on indebtedness, amortization of debt discount and expense, interest related to uncertain tax positions, an estimated amount of rental expense that is deemed to be representative of the interest factor, and capitalized interest.

25

Receivable and Lease acquisition volumes were as follows (in millions of dollars):

	Three Months
	Ended July 31
	2013		2012		$ Change		% Change
Retail notes:
Agriculture and turf equipment	$	2,267.5	$	1,794.4	$	473.1	26	%
Construction and forestry equipment	293.0		238.8		54.2		23
Total retail notes	2,560.5		2,033.2		527.3		26
Revolving charge accounts	1,403.8		1,296.9		106.9		8
Wholesale receivables	9,923.4		9,138.3		785.1		9
Financing leases	80.6		93.5		(12.9)		(14	)
Operating loans	.1		2.3		(2.2)		(96	)
Equipment on operating leases	333.0		206.2		126.8		61
Total Receivables and Leases	$	14,301.4	$	12,770.4	$	1,531.0	12

	Nine Months
	Ended July 31
	2013		2012		$ Change		% Change
Retail notes:
Agriculture and turf equipment	$	6,778.1	$	5,592.0	$	1,186.1	21	%
Construction and forestry equipment	830.6		663.6		167.0		25
Total retail notes	7,608.7		6,255.6		1,353.1		22
Revolving charge accounts	4,199.3		4,167.8		31.5		1
Wholesale receivables	28,714.9		25,090.9		3,624.0		14
Financing leases	228.6		217.2		11.4		5
Operating loans	7.8		14.4		(6.6)		(46	)
Equipment on operating leases	867.2		553.7		313.5		57
Total Receivables and Leases	$	41,626.5	$	36,299.6	$	5,326.9	15

Retail note volumes increased in the third quarter and first nine months of 2013, when compared to last year, primarily due to increases in retail sales of John Deere equipment and increased market coverage. Wholesale receivable volumes increased during the third quarter and first nine months of 2013, when compared to last year, due to increased shipments of John Deere equipment as a result of increased retail sales activity. Operating lease volumes increased during the third quarter and first nine months of 2013, when compared to last year, primarily due to increased rentals of John Deere equipment.

26

Total Receivables and Leases owned were as follows (in millions of dollars):

	July 31		October 31		July 31
	2013		2012		2012
Retail notes:
Agriculture and turf equipment	$	15,362.9	$	14,333.8	$	13,237.6
Construction and forestry equipment	1,600.5		1,395.0		1,296.1
Total retail notes	16,963.4		15,728.8		14,533.7
Revolving charge accounts	2,519.4		2,427.7		2,498.3
Wholesale receivables	8,483.1		6,483.1		7,053.6
Financing leases	529.7		522.4		488.2
Operating loans	38.4		42.3		43.9
Equipment on operating leases	1,674.1		1,418.2		1,262.7
Total Receivables and Leases	$	30,208.1	$	26,622.5	$	25,880.4

Receivables and Leases administered by the Company were as follows (in millions of dollars):

	July 31		October 31		July 31
	2013		2012		2012
Receivables and Leases administered:
Owned by the Company	$	26,305.0	$	22,987.2	$	22,701.3
Owned by the Company – restricted due to securitization	3,903.1		3,635.3		3,179.1
Total Receivables and Leases owned by the Company	30,208.1		26,622.5		25,880.4
Administered – with limited recourse*	3.5		10.1		12.8
Administered – without recourse**	4.2		6.2		7.3
Total Receivables and Leases administered	$	30,215.8	$	26,638.8	$	25,900.5

*

The Company’s maximum exposure under all Receivable and Lease recourse provisions at July 31, 2013, October 31, 2012 and July 31, 2012 was approximately $1 million, $2 million, and $2 million, respectively. The Company does not record the recourse obligations as liabilities as they are contingent liabilities that are remote at this time. However, the probable loss on Receivables and Leases that have been sold was accrued at the time of sale, and any subsequent necessary adjustments are made as part of ongoing reviews.

**

Represents Receivables and Leases that the Company has sold but continues to administer for a fee.

Total Receivable amounts 30 days or more past due and still accruing finance income were $215 million, $200 million and $201 million at July 31, 2013, October 31, 2012 and July 31, 2012, respectively. These past due amounts represented .75 percent, .79 percent and .82 percent of the Receivables financed at July 31, 2013, October 31, 2012 and July 31, 2012, respectively. Total non-performing Receivables, which represent loans for which the Company has ceased accruing finance income, were $63 million, $63 million and $69 million at July 31, 2013, October 31, 2012 and July 31, 2012, respectively. The total non-performing Receivables as a percentage of the ending Receivables balance was .22 percent, .25 percent and .28 percent at July 31, 2013, October 31, 2012 and July 31, 2012, respectively. See Note 4 to the consolidated financial statements for additional information.

27

Total Receivable write-offs and recoveries, by product, and as an annualized percentage of average balances held during the period, were as follows (in millions of dollars):

	Three Months Ended					Three Months Ended
	July 31					July 31
	2013					2012
	Dollars			Percent		Dollars			Percent
Write-offs:
Retail notes:
Agriculture and turf equipment	$	(1.4	)	(.04	)%	$	(1.1	)	(.03	)%
Construction and forestry equipment	(1.2		)	(.32	)	(.8		)	(.25	)
Total retail notes	(2.6		)	(.06	)	(1.9		)	(.06	)
Revolving charge accounts	(6.3		)	(1.13	)	(11.2		)	(1.84	)
Wholesale receivables						(.1		)	(.01	)
Financing leases	(.1		)	(.08	)	(.3		)	(.26	)
Operating loans						(.1		)	(.83	)
Total write-offs	(9.0		)	(.13	)	(13.6		)	(.23	)
Recoveries:
Retail notes:
Agriculture and turf equipment	1.1			.03		.7			.02
Construction and forestry equipment	.7			.19		.9			.28
Total retail notes	1.8			.04		1.6			.05
Revolving charge accounts	3.8			.72		5.4			.89
Wholesale receivables	.1			.01
Financing leases	.3			.23
Operating loans						.5			4.14
Total recoveries	6.0			.09		7.5			.13
Total net write-offs	$	(3.0	)	(.04	)	$	(6.1	)	(.10	)

	Nine Months Ended					Nine Months Ended
	July 31					July 31
	2013					2012
	Dollars			Percent		Dollars			Percent
Write-offs:
Retail notes:
Agriculture and turf equipment	$	(4.0	)	(.04	)%	$	(3.4	)	(.04	)%
Construction and forestry equipment	(3.9		)	(.35	)	(1.8		)	(.20	)
Total retail notes	(7.9		)	(.07	)	(5.2		)	(.05	)
Revolving charge accounts	(15.1		)	(.97	)	(24.7		)	(1.56	)
Wholesale receivables	(.2		)			(.3		)	(.01	)
Financing leases	(.9		)	(.23	)	(1.0		)	(.30	)
Operating loans	(.1		)	(.33	)	(2.0		)	(4.02	)
Total write-offs	(24.2		)	(.12	)	(33.2		)	(.20	)
Recoveries:
Retail notes:
Agriculture and turf equipment	3.1			.03		2.6			.03
Construction and forestry equipment	1.8			.16		2.2			.24
Total retail notes	4.9			.04		4.8			.05
Revolving charge accounts	11.5			.74		16.5			1.04
Wholesale receivables	.2					.1
Financing leases	.4			.10
Operating loans	.6			1.98		.6			1.20
Total recoveries	17.6			.09		22.0			.13
Total net write-offs	$	(6.6	)	(.03	)	$	(11.2	)	(.07	)

Deposits withheld from dealers and merchants, representing mainly the aggregate dealer retail note and lease withholding accounts from individual John Deere dealers to which losses from retail notes and leases originating from the respective dealers can be charged, amounted to $165 million at July 31, 2013, compared with $172 million at October 31, 2012 and $163 million at July 31, 2012.

28

The Company’s allowance for credit losses on all Receivables financed totaled $112 million at July 31, 2013, $114 million at October 31, 2012 and $115 million at July 31, 2012. The allowance for credit losses represented .39 percent of the total Receivables financed at July 31, 2013, .45 percent at October 31, 2012 and .47 percent at July 31, 2012. The allowance is subject to an ongoing evaluation based on many quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, economic conditions and credit risk quality. The Company believes its allowance is sufficient to provide for losses in its existing Receivable portfolio.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements under “Overview” and other forward-looking statements herein that relate to future events, expectations, trends and operating periods involve certain factors that are subject to change, and important risks and uncertainties that could cause actual results to differ materially.

Factors that could materially affect the Company’s operations, access to capital, expenses and results include changing worldwide economic conditions and changes in and the impact of governmental trade, banking, monetary and fiscal policies, including financial regulatory reform and its effects on the consumer finance industry, derivatives, funding costs and other areas. Actions by the U.S. Federal Reserve Board and other central banks and regulators may affect the costs and expenses of financing the Company and the financing rates it is able to offer. The Company’s business is affected by general economic conditions in and the political stability of the global markets in which the Company operates because deteriorating economic conditions and political instability can result in decreased customer confidence, lower demand for equipment, higher credit losses and greater currency risk. Customer and Company operations and results could also be affected by changes in weather patterns (including the effects of drought conditions in parts of the U.S. and drier than normal conditions in certain other markets). The Company’s business is also affected by actions of banks, financing and leasing companies and other lenders that compete with the Company for customers; capital market disruptions; significant changes in capital market liquidity and associated funding costs; interest rates and foreign currency exchange rates and their volatility.

Significant changes in market liquidity conditions and any failure to comply with financial covenants in credit agreements could impact access to funding and funding costs, which could reduce the Company’s earnings and cash flows. Financial market conditions could also negatively impact customer access to capital for purchases of John Deere’s products and customer confidence and purchase decisions; borrowings and repayment practices; and the number and size of customer loan delinquencies and defaults. A debt crisis, in Europe or elsewhere, could negatively impact currencies, global financial markets, social and political stability, funding sources and costs, asset and obligation values, customers, and Company operations and results. State debt crises also could negatively impact customers, demand for equipment, and Company operations and results. Security breaches and other disruptions to the Company’s information technology infrastructure also could materially affect results. The Company’s operations could be impaired by changes in the equity and bond markets, which would negatively affect earnings.

The liquidity and ongoing profitability of the Company depends largely on timely access to capital to meet future cash flow requirements and fund operations and the costs associated with engaging in diversified funding activities and to fund purchases of John Deere’s products. If market uncertainty increases and general economic conditions worsen, funding could be unavailable or insufficient. Additionally, customer confidence levels may result in declines in credit applications and increases in delinquencies and default rates, which could materially impact the Company’s write-offs and provision for credit losses.

In addition, the Company’s business is closely related to John Deere’s business. Further information, including factors that potentially could materially affect the Company’s and John Deere’s financial results, is included in the most recent Deere & Company Form 10-K and Form 10-Q (including, but not limited to, the factors discussed in Item 1A. Risk Factors of the Form 10-K and quarterly report on Form 10-Q) and other Deere & Company and Capital Corporation filings with the SEC.

29

Critical Accounting Policies

See the Company’s critical accounting policies discussed in the Management’s Discussion and Analysis of the most recent annual report filed on Form 10-K. There have been no material changes to these policies.

Capital Resources and Liquidity

For additional information on the Company’s dependence on and relationships with Deere & Company, see the Company’s most recently filed annual report on Form 10-K.

During the first nine months of 2013, the aggregate net cash provided by financing and operating activities was used primarily to increase Receivables and Leases. Net cash provided by operating activities was $672 million in the first nine months of 2013. Net cash provided by financing activities totaled $2,979 million in the first nine months of 2013, resulting primarily from an increase in payables to John Deere of $1,879 million and a net increase in total external borrowings of $1,278 million, partially offset by dividends paid of $165 million. Net cash used for investing activities totaled $4,016 million in the first nine months of 2013, primarily due to an increase in wholesale receivables of $2,015 million and the cost of Receivables (excluding wholesale) and cost of equipment on operating leases exceeding the collections of Receivables (excluding wholesale) and proceeds from sales of equipment on operating leases by $1,972 million. Cash and cash equivalents decreased $345 million during the first nine months of 2013.

During the first nine months of 2012, the aggregate net cash provided by financing and operating activities was used primarily to increase Receivables and Leases. Net cash provided by operating activities was $388 million in the first nine months of 2012. Net cash provided by financing activities totaled $2,681 million in the first nine months of 2012, resulting primarily from a net increase in total external borrowings of $2,439 million and an increase in payables to John Deere of $265 million. Net cash used for investing activities totaled $3,077 million in the first nine months of 2012, primarily due to an increase in wholesale receivables of $1,973 million and the cost of Receivables (excluding wholesale) and the cost of equipment on operating leases exceeding the collections of Receivables (excluding wholesale) and proceeds from sales of equipment on operating leases by $1,102 million. Cash and cash equivalents decreased $5 million during the first nine months of 2012.

The Company relies on its ability to raise substantial amounts of funds to finance its Receivable and Lease portfolios. The Company has access to most global markets at a reasonable cost and expects to have sufficient sources of global funding and liquidity to meet its funding needs. The Company’s exposures to receivables from customers in European countries experiencing economic strains are not significant. The Company’s ability to meet its debt obligations is supported in a number of ways. The assets of the Company are self-liquidating in nature. A solid equity position is available to absorb unusual losses on these assets and all commercial paper is backed by unsecured, committed borrowing lines from various banks. Liquidity is also provided by the Company’s ability to securitize these assets and through the issuance of term debt. Additionally, liquidity may be provided through loans from John Deere. The Company’s commercial paper outstanding at July 31, 2013, October 31, 2012 and July 31, 2012 was $2,433 million, $995 million and $1,484 million, respectively, while the total cash and cash equivalents position was $283 million, $628 million and $358 million, respectively. The amount of this total cash and cash equivalents held by foreign subsidiaries, in which earnings are considered indefinitely reinvested, was approximately $52 million at July 31, 2013, October 31, 2012 and July 31, 2012.

The Capital Corporation has a revolving credit agreement to utilize bank conduit facilities to securitize retail notes (see Note 5). At July 31, 2013, this facility had a total capacity, or “financing limit,” of up to $3,000 million of secured financings at any time. After a three-year revolving period, unless the banks and Capital Corporation agree to renew, Capital Corporation would liquidate the secured borrowings over time as payments on the retail notes are collected. At July 31, 2013, $1,771 million of short-term securitization borrowings was outstanding under the agreement.

During the first nine months of 2013, the Company issued $2,391 million and retired $2,840 million of long-term borrowings. The long-term borrowings retirements included $650 million of 5.10% Debentures due in January 2013. The remaining issuances and retirements were primarily medium-term notes. During the first nine months of 2013, the Company also issued $1,941 million and retired $1,736 million of retail note securitization borrowings and maintained an average commercial paper balance of $1,847 million. At July 31, 2013, the Company’s funding profile included $2,433 million of commercial paper, $3,780 million of securitization borrowings, $2,405 million of intercompany loans from John Deere, $17,960 million of unsecured term debt, and $3,230 million of equity capital. The Company’s funding profile may be altered to reflect such factors as relative costs of funding sources, assets available for securitizations and capital market accessibility.

30

Total interest-bearing indebtedness amounted to $26,589 million at July 31, 2013, compared with $23,783 million at October 31, 2012, and $23,140 million at July 31, 2012. Total short-term indebtedness amounted to $12,370 million at July 31, 2013, compared with $9,013 million at October 31, 2012, and $9,368 million at July 31, 2012. Total long-term indebtedness amounted to $14,219 million at July 31, 2013, compared with $14,770 million at October 31, 2012, and $13,772 million at July 31, 2012. The ratio of total interest-bearing debt, including securitization indebtedness, to stockholder’s equity was 8.2 to 1 at July 31, 2013, compared with 7.8 to 1 at October 31, 2012 and 8.3 to 1 at July 31, 2012.

Stockholder’s equity was $3,230 million at July 31, 2013, compared with $3,064 million at October 31, 2012 and $2,778 million at July 31, 2012. The increase in the first nine months of 2013 resulted primarily from net income attributable to the Company of $336 million, partially offset by dividend payments of $165 million.

Lines of Credit

The Capital Corporation has access to bank lines of credit with various banks throughout the world. Some of the lines are available to both Capital Corporation and Deere & Company. Worldwide lines of credit totaled $6,010 million at July 31, 2013, $3,164 million of which were unused. For the purpose of computing unused credit lines, commercial paper and short-term bank borrowings, excluding secured borrowings and the current portion of long-term borrowings, of the Capital Corporation and Deere & Company were considered to constitute utilization. Included in the credit lines at July 31, 2013 were long-term credit facility agreements of $2,500 million, expiring in April 2017, and $2,500 million, expiring in April 2018. The credit agreements require the Capital Corporation to maintain its consolidated ratio of earnings to fixed charges at not less than 1.05 to 1 for each fiscal quarter and its ratio of senior debt, excluding securitization indebtedness, to capital base (total subordinated debt and stockholder’s equity excluding accumulated other comprehensive income (loss)) at not more than 11 to 1 at the end of any fiscal quarter. All of these requirements of the credit agreements have been met during the periods included in the consolidated financial statements.

Debt Ratings

The Company’s ability to obtain funding is affected by its debt ratings, which are closely related to the outlook for and the financial condition of John Deere, and the nature and availability of support facilities, such as its lines of credit and the support agreement from Deere & Company.

To access public debt capital markets, the Company relies on credit rating agencies to assign short-term and long-term credit ratings to the Company’s securities as an indicator of credit quality for fixed income investors. A credit rating agency may change or withdraw Company ratings based on its assessment of the Company’s current and future ability to meet interest and principal repayment obligations. Each agency’s rating should be evaluated independently of any other rating. Lower credit ratings generally result in higher borrowing costs, including costs of derivative transactions, and reduced access to debt capital markets.

The senior long-term and short-term debt ratings and outlook currently assigned to unsecured Company debt securities by the rating agencies engaged by the Company are the same as those for John Deere. Those ratings are as follows:

	Senior Long-Term	Short-Term	Outlook
Moody’s Investors Service, Inc.	A2	Prime-1	Stable
Standard & Poor’s	A	A-1	Stable

Dividends and Other Events

John Deere Capital Corporation declared and paid cash dividends to John Deere Financial Services, Inc. (JDFS) of $165 million in the first nine months of fiscal 2013. In turn, JDFS paid comparable dividends to Deere & Company. John Deere Capital Corporation did not declare or pay cash dividends to JDFS in the first nine months of fiscal 2012.

In August 2013, the Company entered into a retail note securitization transaction resulting in securitization borrowings of approximately $850 million.

31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.
	See the Company’s most recent annual report filed on Form 10-K (Part II, Item 7A). There has been no material change in this information.
Item 4.	Controls and Procedures.
	The Company’s principal executive officer and its principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (Act)) were effective as of July 31, 2013, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Act. During the third quarter, there were no changes that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings.
	See Note 6 to the Interim Financial Statements.
Item 1A.	Risk Factors.
	See the Company’s most recent annual report on Form 10-K (Part I, Item 1A). There has been no material change in this information. The risks described in the annual report on Form 10-K and the “Safe Harbor Statement” in this report are not the only risks faced by the Company. Additional risks and uncertainties may also materially affect the Company’s business, financial condition or operating results. One should not consider the risk factors to be a complete discussion of risks, uncertainties and assumptions.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.
	Omitted pursuant to instruction H.
Item 3.	Defaults Upon Senior Securities.
	Omitted pursuant to instruction H.
Item 4.	Mine Safety Disclosures.
	Not applicable.

32

Item 5.	Other Information.
	In the first quarter of 2013, the Company adopted FASB ASU No. 2011-05, Presentation of Comprehensive Income, which amends ASC 220, Comprehensive Income. This ASU requires the presentation of total comprehensive income, total net income and the components of net income and comprehensive income either in a single continuous statement or in two separate but consecutive statements.
	Total comprehensive income for the years ended October 31 is presented below (in millions of dollars):

	2012		2011		2010		2009		2008
Net income	$	382.7	$	363.6	$	319.4	$	149.2	$	282.4
Other comprehensive income (loss), net of income taxes
Cumulative translation adjustment	(29.2)		13.8		(7.2)		46.6		(52.5)
Unrealized loss on investments									(1.2)
Unrealized gain (loss) on derivatives	(3.3)		20.9		14.9		(4.1)		(31.7)
Other comprehensive income (loss), net of income taxes	(32.5)		34.7		7.7		42.5		(85.4)
Comprehensive income of consolidated group	350.2		398.3		327.1		191.7		197.0
Less: Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to the Company	$	350.2	$	398.3	$	327.1	$	191.7	$	197.0

Item 6.	Exhibits.
	See the index to exhibits immediately preceding the exhibits filed with this report.
	Certain instruments relating to long-term debt, constituting less than 10% of the registrant’s total assets, are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant will file copies of such instruments upon request of the SEC.

33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		JOHN DEERE CAPITAL CORPORATION
Date:	August 29, 2013	By:	/s/ Rajesh Kalathur
			Rajesh Kalathur Senior Vice President, Principal Financial Officer

34

INDEX TO EXHIBITS

Exhibit
3.1		Certificate of Incorporation, as amended (Exhibit 3.1 to Form 10-K of the registrant for the year ended October 31, 1999, Securities and Exchange Commission file number 1-6458*)
	��
3.2		Bylaws, as amended (Exhibit 3.2 to Form 10-K of the registrant for the year ended October 31, 1999, Securities and Exchange Commission file number 1-6458*)
12		Computation of Ratio of Earnings to Fixed Charges
31.1		Rule 13a-14(a)/15d-14(a) Certification
31.2		Rule 13a-14(a)/15d-14(a) Certification
32		Section 1350 Certifications
99		Part I of Deere & Company Form 10-Q for the quarter ended July 31, 2013
		(Securities and Exchange Commission file number 1-4121*)
101		Interactive Data File

*Incorporated by reference.  Copies of these exhibits are available from the Company upon request.

35