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 January 31, 1996 Commission file no: 1-6458 _________________________ JOHN DEERE CAPITAL CORPORATION Delaware (State of incorporation) 36-2386361 (IRS employer identification no.) Suite 600 First Interstate Bank Building 1 East First Street Reno, Nevada 89501 (Address of principal executive offices) Telephone Number: (702) 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 At January 31, 1996, 2,500 shares of common stock, without par value, of the registrant were outstanding, all of which were owned by John Deere Credit Company, 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. Page 1 of 16 Pages Index to Exhibits: Page 14 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. JOHN DEERE CAPITAL CORPORATION AND SUBSIDIARIES Condensed Statement of Consolidated Income (UNAUDITED) (In millions of dollars) Three Months Ended January 31 1996 1995 Revenues: Finance income earned on retail notes $ 92.1 $ 79.2 Revolving charge account income 21.5 18.7 Lease revenues 12.7 10.9 Finance income earned on wholesale notes 7.6 4.0 Net gain on retail notes sold .3 .3 Interest income from short-term investments 2.8 2.8 Securitization and servicing fee income 11.4 9.5 Other income 2.3 .8 Total revenues 150.7 126.2 Expenses: Interest expense 66.3 55.1 Administrative and operating expenses 20.3 17.4 Provision for credit losses 5.9 5.0 Fees paid to Deere & Company 1.9 1.3 Depreciation of equipment on operating leases 6.6 5.2 Total expenses 101.0 84.0 Income before Income Taxes 49.7 42.2 Provision for Income Taxes 17.4 14.8 Net Income $ 32.3 $ 27.4 See Notes to Interim Financial Statements JOHN DEERE CAPITAL CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheet (UNAUDITED) (In millions of dollars) Jan 31 Oct 31 Jan 31 1996 1995 1995 ASSETS Cash and Cash Equivalents $ 128.4 $164.3 $ 242.3 Receivables and Leases: Retail notes 4023.5 3,824.9 3,484.3 Revolving charge accounts 443.8 510.2 381.4 Financing leases 149.3 149.3 125.7 Wholesale notes 321.5 298.1 176.0 Total receivables 4,938.1 4,782.5 4,167.4 Equipment on operating leases 151.3 139.5 120.6 Total receivables and leases 5089.4 4,922.0 4,288.0 Allowance for credit losses (84.3) (84.2) (79.8) Total receivables and leases - net 5005.1 4,837.8 4,208.2 Other Receivables 180.3 183.4 158.3 Other Assets 66.9 65.3 61.8 TOTAL $5,380.7 $5,250.8 $4,670.6 LIABILITIES AND STOCKHOLDER S EQUITY Short-Term Borrowings: Commercial paper $2,423.3 $1,986.7 $2,101.0 Deere & Company 118.9 460.1 64.9 Current maturities of long-term borrowings 296.0 343.9 456.8 Total short-term borrowings 2,838.2 2,790.7 2,622.7 Accounts Payable and Accrued Liabilities 178.0 154.4 197.0 Deposits Withheld from Dealers and Merchants 122.3 126.6 109.7 Long-Term Borrowings: Notes and debentures 1,223.0 1,172.9 783.6 Subordinated debt 300.0 300.0 300.0 Total long-term borrowings 1,523.0 1,472.9 1,083.6 Retirement Benefit Accruals and Other Liabilities 13.8 13.1 11.2 Stockholder's Equity: Common stock, without par value (issued and outstanding - 2,500 shares owned by John Deere Credit Company) 112.8 112.8 112.8 Retained earnings 592.6 580.3 533.6 Total stockholder's equity 705.4 693.1 646.4 TOTAL $5,380.7 $5,250.8 $4,670.6 See Notes to Interim Financial Statements JOHN DEERE CAPITAL CORPORATION AND SUBSIDIARIES Condensed Statement of Consolidated Cash Flows (UNAUDITED) (In millions of dollars) Three Months Ended January 31 1996 1995 Cash Flows from Operating Activities: Net income $ 32.3 $ 27.4 Adjustments to reconcile net income to net cash provided by operating activities (2.1) (8.4) Net cash provided by operating activities 30.2 19.0 Cash Flows from Investing Activities: Cost of receivables and leases acquired (1,241.7) (996.8) Collections of receivables 1047.9 804.7 Proceeds from sales of receivables 2.9 Other 47.5 32.0 Net cash used for investing activities (143.4) (160.1) Cash Flows from Financing Activities: Increase in notes payable to others 436.6 520.2 Change in receivable/payable with Deere & Company (341.3) (37.7) Proceeds from long-term borrowings 50.0 90.0 Principal payment on long-term borrowings (48.0) (217.0) Dividend paid (20.0) (15.0) Net cash provided by financing activities 77.3 340.5 Net increase (decrease) in cash and cash equivalents (35.9) 199.4 Cash and cash equivalents at beginning of period 164.3 42.9 Cash and cash equivalents at end of period $128.4 $242.3 See Notes to Interim Financial Statements Notes to Interim Financial Statements (1) The consolidated financial statements of John Deere Capital Corporation (Capital Corporation) and its wholly owned subsidiaries, Deere Credit, Inc. (DCI), Deere Credit Services, Inc. (DCS), Farm Plan Corporation (FPC) and John Deere Receivables, Inc. (JDRI), (collectively referred to as the Company) have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles 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 financial statements and the notes thereto included 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. (2) The principal business of the Company is providing and administering financing for retail purchases of new and used John Deere agricultural, industrial and lawn and grounds care equipment. The Company purchases retail installment sales and loan contracts (retail notes) from Deere & Company and its wholly- owned subsidiaries (collectively called John Deere). These retail notes are acquired by John Deere through John Deere retail dealers in the United States. The Company also purchases and finances certain agricultural and industrial retail notes unrelated to John Deere. In addition, the Company purchases and finances recreational vehicle and recreational marine product notes acquired from independent dealers of those products and from marine product mortgage service companies (recreational product retail notes). The Company also leases equipment to retail customers, finances and services unsecured revolving charge accounts acquired from and offered through merchants in the agricultural, lawn and grounds care and marine retail markets (revolving charge accounts), and provides wholesale financing for wholesale inventories of recreational vehicles, manufactured housing units, yachts, John Deere engines and John Deere industrial equipment owned by dealers of those products (wholesale notes). Retail notes, revolving charge accounts, financing leases and wholesale notes receivable are collectively called Receivables. Receivables and operating leases are collectively called Receivables and Leases. (3) The consolidated ratio of earnings to fixed charges was 1.74 to 1 during the first three months this year compared with 1.76 to 1 in the comparable period of 1995. Earnings consist of income before income taxes and changes in accounting to which are added fixed charges. Fixed charges consist of interest on indebtedness, amortization of debt discount and expense, an estimated amount of rental expense under capitalized leases which is deemed to be representative of the interest factor and rental expense under operating leases. (4) 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 regulations concerning retail credit. Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, the Company believes these unresolved legal actions will not have a material effect on its financial position or results of operations. Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Acquisitions of Receivables and Leases by the Company during the first quarter of 1996, totaled $1.242 billion, an increase of 25 percent, compared with acquisitions of $997 million during the first quarter of 1995. Acquisitions in all categories were higher in the first quarter of 1996 compared to the same period last year. Retail notes acquired by the Company, during the first three months of 1996, totaled $834 million, an increase of 19 percent, compared with acquisitions of $703 million during the same period last year. Retail note acquisitions from John Deere increased by approximately $97 million, or 15 percent, for the three months ended January 31, 1996 compared with the same period last year, primarily due to higher retail sales of John Deere agricultural and industrial equipment. Note acquisitions from John Deere continued to represent a significant proportion of the total United States retail sales of John Deere equipment. Acquisitions of recreational product retail notes increased $20 million in the first quarter of 1996 as compared to the first quarter of 1995. The increase in recreational product retail notes was primarily due to a $19 million increase in recreational vehicle and yacht acceptances. At January 31, 1996, the amount of retail notes held by the Company was $4.024 billion compared with $3.825 billion at October 31, 1995 and $3.484 billion at January 31, 1995. Within this category, recreational product notes totaled $863 million, $865 million and $790 million at January 31, 1996, October 31, 1995 and January 31, 1995, respectively. Retail notes increased during the first quarter of 1996 as the cost of retail notes acquired exceeded collections by $203 million. The amount of retail notes administered by the Company, which includes retail notes previously sold, totaled $4.970 billion at January 31, 1996, $4.987 billion at October 31, 1995, and $4.437 billion at January 31, 1995. At January 31, 1996, the unpaid balance of retail notes previously sold was $947 million compared with $1.162 billion at October 31, 1995 and $952 billion at January 31, 1995. The Company's maximum exposure under all retail note recourse provisions at January 31, 1996 was $177 million. Revolving charge accounts receivable totaled $444 million at January 31, 1996 compared with $510 million at October 31, 1995 and $381 million at January 31, 1995. This balance at January 31, 1996 included $222 million of Farm Plan receivables and $217 million of John Deere Credit Revolving Plan receivables compared with $180 million and $201 million, respectively, at January 31, 1995. Acquisitions increased 21 percent in the first quarter of 1996 compared with the same period last year, due primarily to increased volumes of Farm Plan receivable acquisitions. The decline in revolving charge accounts receivable from October 31, 1995 was due to normal seasonal factors associated with the business. The portfolio of financing leases totaled $149 million at January 31, 1996 and at October 31, 1995 and $126 million at January 31, 1995. The investment in operating leases was $151 million, $140 million and $121 million at January 31, 1996, October 31, 1995 and January 31, 1995, respectively. The Company also administers municipal leases owned by Deere & Company which totaled $18 million at January 31, 1996, $21 million at October 31, 1995, and $34 million at January 31, 1995. The Company discontinued selling municipal leases to Deere & Company as of November, 1, 1994. Wholesale notes receivable totaled $322 million at January 31, 1996, $298 million at October 31, 1995 and $176 million at January 31, 1995. Wholesale note acquisitions increased 57 percent, reflecting growth in acquisitions of manufacturing housing, industrial wholesale and yacht notes. Total Receivables and Leases financed by the Company were $5.089 billion at January 31, 1996, $4.922 billion at October 31, 1995 and $4.288 billion at January 31, 1995. Comparable Receivables and Leases administered by the Company were $6.054 billion, $6.105 billion and $5.275 billion, respectively. The balance (principal plus accrued interest) of retail notes held with any installment 60 days or more past due remained low with $49 million past due at January 31, 1996 compared with $33 million at October 31, 1995 and $36 million at January 31, 1995. The amount of retail note installments 60 days or more past due was $8.3 million at January 31, 1996, $6.1 million at October 31, 1995 and $7.4 million at January 31, 1995. These past-due installments represented .21 percent of the unpaid balance of retail notes held at both January 31, 1996 and at January 31, 1995 and .16 percent at October 31, 1995. The balance of revolving charge accounts past due 60 days or more was $11.0 million, $7.1 million and $7.7 million at January 31, 1996, October 31, 1995 and January 31, 1995, respectively. These past-due amounts represented 2.47 percent, 1.40 percent and 2.03 percent of the revolving charge accounts receivable held at those respective dates. The balance of financing and operating lease payments 60 days or more past due was $1.4 million at January 31, 1996, $.8 million at October 31, 1995 and $1.2 million at January 31, 1995. These past-due installments represented .47 percent, .28 percent and .49 percent of the investment in financing and operating leases at those respective dates. Receivable and Lease amounts 60 days or more past due were $20.8 million at January 31, 1996 compared with $14.1 million at October 31, 1995 and $16.3 million at January 31, 1995. These past-due amounts represent .41 percent, .29 percent and .38 percent of the total Receivables and Leases held at those same dates. 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 $122 million at January 31, 1996 compared with $127 million at October 31, 1995 and $110 million at January 31, 1995. The Company's allowance for credit losses on all Receivables and Leases financed totaled $84 million at both January 31, 1996 and October 31, 1995 and $80 million at January 31, 1995. This allowance for credit losses represented 1.7 percent of the unpaid balance of Receivables and Leases financed at both January 31, 1996 and October 31, 1995 and 1.9 percent at January 31, 1995. Net income for the first quarter of 1996 was $32.3 million compared with $27.4 million in the same period last year. Net income for the quarter was favorably affected by a larger average portfolio financed slightly offset by lower financing spreads compared with a year ago. The average balance of Receivables and Leases financed was 19 percent higher in the first quarter of 1996 compared with the same period last year. Revenues totaled $150.7 million in the first quarter of 1996, a 19 percent increase compared with revenues of $126.2 million last year. Revenues increased in all product categories primarily due to larger average portfolios financed. Revenues on variable rate retail installment contracts and Farm Plan receivables are also affected by changes in a certain bank's base rate. The average balance of Receivables and Leases financed was 19 percent higher in the first three months of this year. The ratio of earnings to fixed charges was 1.74 to 1 for the first quarter of 1996 compared with 1.76 to 1 in the same period of 1995. Interest expense for the first quarter increased from $55.1 million last year to $66.3 million in 1996, primarily as a result of higher borrowings required to finance the average Receivable and Lease portfolios. Total average borrowings, during the first quarter of 1996, were $4.359 billion, a 21 percent increase from last year's first quarter average borrowings of $3.606 billion. Sales, administration and general expenses increased $3.4 million during the quarter, primarily as a result of higher costs associated with the larger portfolio administered. During the first quarter of 1996, the provision for credit losses totaled $5.9 million compared with $5.0 million in the same period last year. The increase during the first quarter of 1996 was primarily due to continued growth in the portfolio coupled with slightly higher levels of receivable write-offs. Write-offs of Receivables and Leases financed were $5.7 million during the first quarter of 1996 compared with $5.3 million last year. Capital Resources and Liquidity The Company relies on its ability to raise substantial amounts of funds to finance its Receivable and Lease portfolios. The Company s primary sources of funds for this purpose are a combination of borrowings and equity capital. Additionally, the Company periodically sells substantial amounts of retail notes in the public market. The Company s ability to obtain funds is affected by its debt ratings, which are closely related to the outlook for and the financial condition of Deere & Company, and the nature and availability of support facilities, such as its lines of credit. For information regarding Deere & Company and its business, see Exhibit 99. The Company s ability to meet its debt obligations is supported in a number of ways as described below. All commercial paper issued is backed by bank credit lines. The assets of the Company are self-liquidating in nature. A strong equity position is available to absorb unusual losses on these assets. Liquidity is also provided by the Company s ability to sell or securitize these assets. Asset-liability risk is also actively managed to minimize exposure to interest rate fluctuations. The Company s business is somewhat seasonal, with overall acquisitions of Receivables and Leases traditionally higher in the second half of the fiscal year than in the first half, and overall collections of Receivables and Leases traditionally somewhat higher in the first six months than in the last half of the fiscal year. During the first quarter of 1996, the aggregate cash provided by operating and financing activities was used to increase Receivables and Leases. Cash provided from operating activities was $30 million in the current quarter. Financing activities provided $77 million during the first quarter of 1996, resulting from a $97 million increase in total borrowings, which was partially offset by a $20 million dividend payment. Cash used for investing activities totaled $143 million in the current quarter, primarily because the cost of Receivables and Leases acquired exceeded the collections. Cash and cash equivalents also decreased $36 million during the quarter. During the first quarter of 1995, the aggregate cash provided by operating and financing activities was used to increase Receivables and Leases and cash and cash equivalents. Cash provided from operating activities was $19 million in the first quarter of 1995. Financing activities provided $340 million during the first quarter of 1995, resulting from a $355 million increase in total borrowings, which was partially offset by a $15 million dividend payment. Cash used for investing activities totaled $160 million in the first quarter of 1995, primarily because the cost of Receivables and Leases acquired exceeded the collections. Cash and cash equivalents increased $199 million during the first quarter of 1995. Total interest-bearing indebtedness amounted to $4.361 billion at January 31, 1996 compared with $4.264 billion at October 31, 1995 and $3.706 billion at January 31, 1995, generally corresponding with the level of Receivables and Leases financed. Total short-term indebtedness amounted to $2.838 billion at January 31, 1996 compared with $2.791 billion at October 31, 1995 and $2.623 billion at January 31, 1995. Total long-term indebtedness amounted to $1.523 billion, $1.473 billion and $1.083 billion at January 31 1996, October 31, 1995 and January 31, 1995, respectively. The ratio of total interest-bearing debt to stockholder s equity was 6.2 to 1, 6.2 to 1 and 5.7 to 1 at January 31, 1996, October 31, 1995 and January 31, 1995, respectively. In the first quarter of 1995, the Company issued $50 million and retired $48 million of medium-term notes. There were no issuances or retirements of long-term debt during the current quarter. At January 31, 1996, the Capital Corporation, Deere & Company, John Deere Limited (Canada) and John Deere Finance Limited (Canada), jointly, maintained $4.008 billion of unsecured lines of credit with various banks in North America and overseas, $911 million of which was unused. For the purpose of computing unused credit lines, the total short-term borrowings, excluding the current portion of long-term borrowings, of the Capital Corporation, Deere & Company, John Deere Limited (Canada) and John Deere Finance Limited (Canada) were considered to constitute utilization. Included in the total credit lines is a long-term credit agreement commitment for $3.500 billion. An annual facility fee on the credit agreement is charged to the Capital Corporation based on utilization. The Company paid a cash dividend to John Deere Credit Company of $20 million in the first quarter of 1996. John Deere Credit Company paid a comparable dividend to Deere & Company. PART II. OTHER INFORMATION Item 1. Legal Proceedings. See Note (4) to the Interim Financial Statements. Item 2. Changes in Securities. Omitted pursuant to instruction H(2). Item 3. Defaults upon Senior Securities. Omitted pursuant to instruction H(2). Item 4. Submission of Matters to a Vote of Security Holders. Omitted pursuant to instruction H(2). Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) 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 Commission. (b) Reports on Form 8-K. Current report on Form 8-K dated November 30, 1995 (items 5 and 7). 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: 6 March 1996 By: /s/ R. W. Lane R. W. Lane Vice President (Principal Financial Officer) INDEX TO EXHIBITS Exhibit Page No. (12)Computation of ratio of earnings to fixed charges. 15 (27)Financial data schedule 16 (99)Part I of Deere & Company Form 10-Q for the quarter ended January 31, 1996 (Securities and Exchange Commission file no. 1-4121).* __________________________ *Incorporated by reference. Copies of these exhibits are available from the Company upon request.