**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON,D.C.  20549**

 

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**FORM 10-Q**

 

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**QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

 

**For thequarterly period ended January 31, 2005**

** **

**Commissionfile no: 1-6458**

 

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**JOHN DEERE CAPITAL CORPORATION**

 

| **Delaware**              | ** ** | **36-2386361**                     |
|---------------------------|------------|------------------------------------|
| (State  of incorporation) | ** ** | (IRS  employer identification no.) |

 

| **1 East First Street, Suite 600  Reno, Nevada  89501**(Address of principal executive offices) |
|------------------------------------------------------------------------------------------------------|
|                                                                                                 |
| Telephone  Number:  **(775)  786-5527**                                                         |

 

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|                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
| 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                                                                                                                                                                                                                                                                                                                                                          | ý | No     | o      |   |
|                                                                                                                                                                                                                                                                                                                                                              |        |        |        |        |  |  |  |  |

 

 
| Indicate by check mark  whether the registrant is an accelerated filer (as defined in Exchange Act  Rule 12b-2). |
|------------------------------------------------------------------------------------------------------------------|
| Yes                                                                                                              | o | No | ý |   |

 

 

At January 31, 2005, 2,500 shares of commonstock, without par value, of the registrant were outstanding, all of which wereowned by John Deere Credit Company, a wholly-owned subsidiary of Deere &Company.

 

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

 

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PARTI.  FINANCIAL INFORMATION

 

Item 1.     FinancialStatements.

 

**JohnDeere Capital Corporation and Subsidiaries**

**Statementsof Consolidated Income and Retained Earnings**

**For theThree Months Ended January 31, 2005 and 2004**

**(Unaudited)**

(in millions)

 
| ** **                                           | ** ** | **2005** | ** ** | **2004** | ** ** |
|------------------------------------------------------|------------|----------|------------|----------|------------|
| **Revenues**                                         |       |     |       |     |       |
| Finance income earned on retail notes                |       | $        | 112.7      |     | $          | 97.1 |   |
| Lease revenues                                       |       | 63.6     |       | 69.7     |       |
| Revolving charge account income                      |       | 41.1     |       | 36.0     |       |
| Finance income earned on wholesale receivables       |       | 60.4     |       | 55.0     |       |
| Operating loan income                                |       | 5.3      |       | 6.0      |       |
| Securitization and servicing fee income              |       | 11.2     |       | 12.7     |       |
| Net gain on receivables sold                         |       | 3.9      |       | 14.1     |       |
| Other income                                         |       | 7.5      |       | 8.6      |       |
| Total revenues                                       |       | 305.7    |       | 299.2    |       |
| **Expenses**                                         |       |     |       |     |       |
| Interest expense                                     |       | 92.6     |       | 81.7     |       |
| Operating expenses:                                  |       |     |       |     |       |
| Administrative and operating expenses                |       | 54.1     |       | 51.8     |       |
| Provision (credit) for credit losses                 |       | (1.8     | )          | 7.6      |       |
| Fees paid to John Deere                              |       | 13.9     |       | 7.3      |       |
| Depreciation of equipment on operating leases        |       | 42.2     |       | 44.8     |       |
| Total operating expenses                             |       | 108.4    |       | 111.5    |       |
| Total expenses                                       |       | 201.0    |       | 193.2    |       |
| **Income of consolidated group before income taxes** |       | 104.7    |       | 106.0    |       |
| **Provision for income taxes**                       |       | 36.7     |       | 36.9     |       |
| **Income of consolidated group**                     |       | 68.0     |       | 69.1     |       |
| **Equity in income of unconsolidated affiliates**    |       | .2       |       | .2       |       |
| **Net income**                                       |       | 68.2     |       | 69.3     |       |
| **Cash dividends paid**                              |       | (85.0    | )          | (65.0    | )          |
| **Retained earnings at beginning of period**         |       | 970.0    |       | 1,119.4  |       |
| **Retained earnings at end of period**               |       | $        | 953.2      |     | $          | 1,123.7 |   |

 

SeeNotes to Interim Financial Statements.

 

2

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**JohnDeere Capital Corporation and Subsidiaries**

**Consolidated Balance Sheets**

**(Unaudited)**

(inmillions)

 
| ** **                                                                                                       | ** ** | **January 31,** | ** ** | **October 31,** | ** ** | **January 31,** | ** ** |
|------------------------------------------------------------------------------------------------------------------|------------|-----------------|------------|-----------------|------------|-----------------|------------|
| ** **                                                                                                       | ** ** | **2005**        | ** ** | **2004**        | ** ** | **2004**        | ** ** |
| **Assets**                                                                                                       |       |            |       |            |       |            |       |
| Cash and cash equivalents                                                                                        |       | $               | 270.7      |            | $          | 209.5           |       | $ | 583.2 |   |
| Receivables:                                                                                                     |       |            |       |            |       |            |       |
| Retail notes                                                                                                     |       | 7,361.8         |       | 6,873.7         |       | 5,839.8         |       |
| Revolving charge accounts                                                                                        |       | 1,154.9         |       | 1,443.8         |       | 944.2           |       |
| Operating loans                                                                                                  |       | 356.9           |       | 380.5           |       | 510.1           |       |
| Wholesale receivables                                                                                            |       | 3,486.0         |       | 3,480.5         |       | 3,042.8         |       |
| Financing leases                                                                                                 |       | 397.1           |       | 406.0           |       | 408.0           |       |
| Total receivables                                                                                                |       | 12,756.7        |       | 12,584.5        |       | 10,744.9        |       |
| Allowance for credit losses                                                                                      |       | (107.4          | )          | (112.6          | )          | (121.4          | )          |
| Total receivables — net                                                                                     |       | 12,649.3        |       | 12,471.9        |       | 10,623.5        |       |
| Other receivables                                                                                                |       | 89.4            |       | 121.1           |       | 154.2           |       |
| Equipment on operating leases — net                                                                         |       | 740.4           |       | 757.6           |       | 802.3           |       |
| Investment in unconsolidated affiliates                                                                          |       | 4.2             |       | 3.9             |       | 3.4             |       |
| Other assets                                                                                                     |       | 273.5           |       | 324.7           |       | 341.5           |       |
| **Total Assets**                                                                                                 |       | $               | 14,027.5   |            | $          | 13,888.7        |       | $ | 12,508.1 |   |
| **Liabilities and Stockholder’s Equity**                                                                    |       |            |       |            |       |            |       |
| Short-term borrowings:                                                                                           |       |            |       |            |       |            |       |
| Commercial paper                                                                                                 |       | $               | 1,586.7    |            | $          | 1,553.8         |       | $ | 1,237.7 |   |
| Other notes payable                                                                                              |       | 13.1            |       | 6.7             |       | 51.8            |       |
| John Deere                                                                                                       |       | 1,156.2         |       | 1,241.2         |       | 369.5           |       |
| Current maturities of long-term borrowings                                                                       |       | 1,586.2         |       | 1,187.8         |       | 1,111.7         |       |
| Total short-term borrowings                                                                                      |       | 4,342.2         |       | 3,989.5         |       | 2,770.7         |       |
| Accounts payable and accrued liabilities:                                                                        |       |            |       |            |       |            |       |
| Accrued interest on debt                                                                                         |       | 90.4            |       | 67.3            |       | 92.0            |       |
| Other payables                                                                                                   |       | 333.5           |       | 380.7           |       | 335.4           |       |
| Total accounts payable and accrued liabilities                                                                   |       | 423.9           |       | 448.0           |       | 427.4           |       |
| Deposits withheld from dealers and merchants                                                                     |       | 165.9           |       | 167.6           |       | 161.4           |       |
| Long-term borrowings:                                                                                            |       |            |       |            |       |            |       |
| Senior debt                                                                                                      |       | 7,293.9         |       | 7,476.7         |       | 7,045.6         |       |
| Subordinated debt                                                                                                |       |            |       |            |       | 150.0           |       |
| Total long-term borrowings                                                                                       |       | 7,293.9         |       | 7,476.7         |       | 7,195.6         |       |
| Total liabilities                                                                                                |       | 12,225.9        |       | 12,081.8        |       | 10,555.1        |       |
| Stockholder’s equity:                                                                                       |       |            |       |            |       |            |       |
| Common stock, without par value (issued and outstanding — 2,500  shares owned by John Deere Credit Company) |       | 812.8           |       | 812.8           |       | 812.8           |       |
| Retained earnings                                                                                                |       | 953.2           |       | 970.0           |       | 1,123.7         |       |
| Cumulative translation adjustment                                                                                |       | 28.8            |       | 23.7            |       | 22.8            |       |
| Unrealized gain (loss) on derivatives                                                                            |       | 1.5             |       | (5.1            | )          | (17.7           | )          |
| Unrealized gain on investments                                                                                   |       | 5.3             |       | 5.5             |       | 11.4            |       |
| Total accumulated other comprehensive income                                                                     |       | 35.6            |       | 24.1            |       | 16.5            |       |
| Total stockholder’s equity                                                                                  |       | 1,801.6         |       | 1,806.9         |       | 1,953.0         |       |
| **Total Liabilities and Stockholder’s Equity**                                                              |       | $               | 14,027.5   |            | $          | 13,888.7        |       | $ | 12,508.1 |   |

 

SeeNotes to Interim Financial Statements.

 

3

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**JohnDeere Capital Corporation and Subsidiaries**

**Statements of Consolidated Cash Flows**

**For the Three Months Ended January 31, 2005 and 2004**

**(Unaudited)**

(inmillions)

 
| ** **                                                                         | ** ** | **2005** | ** ** | **2004** | ** ** |
|------------------------------------------------------------------------------------|------------|----------|------------|----------|------------|
| **Cash Flows from Operating Activities:**                                          |       |     |       |     |       |
| Net income                                                                         |       | $        | 68.2       |     | $          | 69.3 |   |
| Adjustments to reconcile net income to net cash provided by operating  activities: |       |     |       |     |       |
| Provision (credit) for credit losses                                               |       | (1.8     | )          | 7.6      |       |
| Provision for depreciation and amortization                                        |       | 43.6     |       | 46.3     |       |
| Credit for deferred income taxes                                                   |       | (6.3     | )          | (8.3     | )          |
| Undistributed earnings of unconsolidated affiliates                                |       | (.2      | )          | (.2      | )          |
| Other                                                                              |       | (27.5    | )          | 7.9      |       |
| Net cash provided by operating activities                                          |       | 76.0     |       | 122.6    |       |
|                                                                               |       |     |       |     |       |
| **Cash Flows from Investing Activities:**                                          |       |     |       |     |       |
| Cost of receivables acquired                                                       |       | (5,490.2 | )          | (4,843.3 | )          |
| Collections of receivables                                                         |       | 5,351.4  |       | 4,606.9  |       |
| Cost of operating leases acquired                                                  |       | (78.2    | )          | (50.2    | )          |
| Proceeds from sales of equipment on operating leases                               |       | 56.0     |       | 93.7     |       |
| Change in notes receivable — unconsolidated affiliates                        |       |     |       | 274.3    |       |
| Proceeds from sales of receivables                                                 |       | 57.9     |       | 696.0    |       |
| Other                                                                              |       | 9.4      |       | (3.9     | )          |
| Net cash provided by (used for) investing activities                               |       | (93.7    | )          | 773.5    |       |
|                                                                               |       |     |       |     |       |
| **Cash Flows from Financing Activities:**                                          |       |     |       |     |       |
| Increase (decrease) in commercial paper                                            |       | 15.5     |       | (488.6   | )          |
| Increase (decrease) in other notes payable                                         |       | 4.0      |       | (17.0    | )          |
| Increase (decrease) in payable with John Deere                                     |       | (85.0    | )          | 203.4    |       |
| Proceeds from issuance of long-term borrowings                                     |       | 253.5    |       | 231.5    |       |
| Principal payments on long-term borrowings                                         |       | (23.8    | )          | (527.5   | )          |
| Dividends paid                                                                     |       | (85.0    | )          | (65.0    | )          |
| Net cash provided by (used for) financing activities                               |       | 79.2     |       | (663.2   | )          |
|                                                                               |       |     |       |     |       |
| **Effect of exchange rate changes on cash**                                        |       | (.3      | )          | 7.8      |       |
| **Net increase in cash and cash equivalents**                                      |       | 61.2     |       | 240.7    |       |
| **Cash and cash equivalents at beginning of period**                               |       | 209.5    |       | 342.5    |       |
| **Cash and cash equivalents at end of period**                                     |       | $        | 270.7      |     | $          | 583.2 |   |

 

SeeNotes to Interim Financial Statements.

 

4

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**JohnDeere Capital Corporation and Subsidiaries**

**Notes toInterim Financial Statements**

**(Unaudited)**

 

(1)                           The consolidatedfinancial statements of John Deere Capital Corporation (Capital Corporation)and its subsidiaries (collectively called the Company) have been prepared by theCompany, without audit, pursuant to the rules and regulations of the Securitiesand Exchange Commission. Certain information and footnote disclosures normallyincluded in annual financial statements prepared in accordance with accountingprinciples generally accepted in the U.S. have been condensed or omitted aspermitted by such rules and regulations. All adjustments, consisting of normalrecurring adjustments, have been included. Management believes that thedisclosures are adequate to present fairly the financial position, results ofoperations and cash flows at the dates and for the periods presented. It issuggested that these interim financial statements be read in conjunction withthe financial statements and the notes thereto included in the Company’s latestannual report on Form 10-K. Results for interim periods are notnecessarily indicative of those to be expected for the year.

 

                                The preparationof financial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts and related disclosures.Actual results could differ from those estimates.

 

                                Certain amountsfor prior years have been reclassified to conform with 2005 financial statementpresentations.

 

(2)                           The Company providesand administers financing for retail purchases of new equipment manufactured byDeere & Company’s agricultural equipment, commercial and consumerequipment, and construction and forestry divisions and used equipment taken intrade for this equipment. The Company purchases retail installment sales andloan contracts (retail notes) from Deere & Company and its wholly-ownedsubsidiaries (collectively called John Deere). John Deere acquires these retailnotes through John Deere retail dealers. The Company also purchases andfinances a limited amount of non-Deere retail notes and continues to service asmall portfolio of recreational products and other retail notes. In addition,the Company leases John Deere equipment and a limited amount of non-Deereequipment to retail customers (financing and operating leases). The Companyalso finances and services revolving charge accounts, in most cases acquiredfrom and offered through merchants in the agricultural, commercial andconsumer, and construction and forestry markets (revolving charge accounts).Further, the Company finances and services operating loans, in most casesoffered through and acquired from farm input providers or through directrelationships with agricultural producers (operating loans). The Company alsoprovides wholesale financing for inventories of John Deere engines and JohnDeere agricultural, commercial and consumer and construction and forestryequipment owned by dealers of those products (wholesale receivables), most ofwhich are originated by John Deere. The Company also offers insuredinternational export financing to select customers which generally involvesJohn Deere products. Retail notes, revolving charge accounts, operating loans,financing leases and wholesale receivables are collectively called“Receivables.” Receivables and operating leases are collectively called“Receivables and Leases.”

 

(3)                           The Company’s ratioof earnings to fixed charges was 2.11 to 1 for the first quarter of 2005,compared with 2.27 to 1 for the first quarter of 2004. “Earnings” consist ofincome before income taxes, the cumulative effect of changes in accounting andfixed charges. “Fixed charges” consist of interest on indebtedness,amortization of debt discount and expense, an estimated amount of rentalexpense under capitalized leases that is deemed to be representative of theinterest factor and rental expense under operating leases.

 

5

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(4)                           Comprehensive income,which includes all changes in the Company’s equity during the period excepttransactions with the stockholder, was as follows in millions of dollars:

 
| ** **                                     | ** ** | **Three Months Ended January 31,** | ** ** |
|------------------------------------------------|------------|------------------------------------|------------|
| ** **                                     | ** ** | **2005**                           | ** ** | **2004** | ** ** |
| Net Income                                     |       | $                                  | 68.2       |   | $ | 69.3 |   |
|                                           |       |                               |       |   |   |
| Other comprehensive income (loss), net of tax: |       |                               |       |   |   |
| Change in cumulative translation adjustment    |       | 5.1                                |       | 9.3 |   |
| Unrealized gain (loss) on investments          |       | (.2                                | )          | 4.8 |   |
| Unrealized gain on derivatives                 |       | 6.6                                |       | 1.6 |   |
| Total comprehensive income                     |       | $                                  | 79.7       |   | $ | 85.0 |   |

 

(5)                           The Company hasguarantees for certain recourse obligations on Receivables and Leases that ithas sold. If the Receivables and Leases sold are not collected, the Companywould be required to cover those losses up to the amount of its recourseobligation. At January 31, 2005, the maximum amount of exposure to losses underthese agreements was $160 million. The estimated credit risk associated withsold receivables totaled $19 million at January 31, 2005. This risk of loss isrecognized primarily in the retained interests on the Company’s balance sheetrelated to these sold Receivables and Leases. The retained interests arerelated to assets held by special purpose entities (SPEs). At January 31, 2005,the assets of these SPEs related to the Company’s securitization and sale ofretail notes totaled approximately $2,715 million. The Company believes it hasadequately provided for all probable losses related to these transactions. TheCompany may recover a portion of any required payments incurred under theseagreements from the repossession of the equipment collateralizing theReceivables and Leases. At January 31, 2005, the maximum remaining term ofthe Receivables and Leases guaranteed was approximately six years.

 

                                At January 31,2005, John Deere Credit Inc., the John Deere finance subsidiary in Canada, had$95 million of commercial paper and $283 million of medium-term notesoutstanding that were guaranteed by the Company. In addition, the Company hasprovided letters of credit for John Deere Credit Inc. as part of retail notesales. At January 31, 2005, the Company’s maximum exposure under theseagreements was approximately $8 million.

 

                                The Company hasalso guaranteed $30 million of residual value related to property being used bythe Company under an operating lease at January 31, 2005. The Company isobligated at the end of the lease term to pay to the lessor any reduction inmarket value of the leased property up to the guaranteed residual value. TheCompany recognizes the expense for this future estimated lease payment over thelife of the operating lease and had accrued expenses of $6 million related tothis agreement at January 31, 2005. The lease term expires in 2007.

 

(6)           New accounting standard to be adoptedis as follows:

 

                                In December2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123(revised 2004), Share-Based Payment. This Statement eliminated the alternativeof accounting for share-based compensation under Accounting Principles Board(APB) Opinion No. 25. The revised standard generally requires the recognitionof the cost of employee services for share-based compensation based on thegrant date fair value of the equity or liability instruments issued. Theeffective date is the beginning of the fourth fiscal quarter of 2005. Theexpected impact of the adoption on the Company’s net income in the fourthquarter of 2005 will be an expense of less than $1 million after-tax.

 

6

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(7)                           The Company is a participating employer incertain Deere & Company defined benefit pension plans for employees in theU.S. and certain defined benefit pension plans outside the U.S. These pensionplans provide for benefits that are based primarily on years of service andemployee compensation. Pension expense is actuarially determined based on theCompany’s employees included in the plan. The Company’s pension expenseamounted to $1.0 million in the first three months of 2005. Theaccumulated benefit obligation and plan net assets for the employees of theCompany are not determined separately from Deere & Company. The Companygenerally provides defined benefit health care and life insurance plans forretired employees in the U.S. as a participating employer in Deere &Company’s sponsored plans. Health care and life insurance benefits expense isactuarially determined based on the Company’s employees included in the plansand amounted to $1.8 million during the first three months of 2005.Further disclosure for these plans is included in Deere & Company’sForm 10-Q for the quarter ended January 31, 2005.

 

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

 

Results of Operations

 

Overview

 

                The Companyprimarily generates revenues and cash by financing sales and leases of new andused agricultural, commercial and consumer, and construction and forestryequipment by John Deere dealers.  Inaddition, the Company also provides wholesale financing to dealers of theforegoing equipment, provides operating loans and finances retail revolvingcharge accounts. 

 

                The Company’sbusiness is currently affected by the following key trends and economicconditions. The Company’s business is closely related to John Deere’sbusiness.  In the U.S., the livestock anddairy sectors are expected to remain in solid condition in 2005, while U.S.government payments largely offset the effect of lower commodity prices. As aresult, U.S. farm cash receipts for 2005 are forecast to remain near the recordlevel of 2004. Deere & Company’s agricultural equipment sales were up 26percent for the first quarter of 2005 and are forecast to be up approximately 7to 9 percent in 2005, excluding the impact of exchange rates. Deere &Company’s commercial and consumer equipment sales decreased 8 percent in thefirst quarter of 2005 and are expected to increase approximately 4 to 6 percentfor the year due to new models of compact tractors and utility vehicles, aswell as an expanded market position in commercial mowing equipment.Construction and forestry markets are receiving continued support fromfavorable U.S. economic conditions and fleet replenishment. In addition, globalforestry markets are expected to experience modest growth. Deere &Company’s construction and forestry sales increased 33 percent in the firstquarter of 2005 and are forecast to increase 10 to 12 percent in 2005. TheCompany expects to report net income of approximately $250 million in2005. 

 

2005 Compared with 2004

 

                Net income was$68.2 million for the first quarter of 2005, compared with $69.3 million forthe same period a year ago. First quarter 2004 results benefited from gains onretail notes sold during the quarter, while results for the first quarter 2005included a lower provision for credit losses.

 

7

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                Revenues totaled$305.7 million for the first quarter of 2005, compared to $299.2 million forthe same period in 2004. The increase was primarily due to a 12 percentincrease in the average balance of Receivables and Leases financed during thefirst three months of 2005 compared to the first three months of 2004,partially offset by lower gains on receivable sales. Finance income earned onretail notes totaled $112.7 million for the first three months of 2005,compared to $97.1 million for the same period in 2004. This increase wasprimarily due to a 17 percent increase in the average retail note portfoliobalances and increasing yields. Lease revenues decreased $6.1 million, to$63.6 million in the first three months of 2005, from $69.7 million in thefirst three months of 2004 primarily due to a 10 percent decrease in theaverage amount of equipment on operating leases. The operating lease levelscontinue to decrease as a result of more attractive financing options offeredon retail note products in recent years. Revenues earned on revolving chargeaccounts amounted to $41.1 million in the first three months of 2005, a 14percent increase over revenues of $36.0 million during the same periodlast year.  The increase was primarilydue to growth of Farm Planäand John Deere Credit Revolving Plan receivables inthe first three months of 2005, compared with the same period last year.Finance income earned on wholesale receivables totaled $60.4 million for thefirst three months of 2005, compared to $55.0 million for the same period in2004. This increase was primarily due to an 11 percent increase in the averagebalance of wholesale receivables. Operating loan income amounted to$5.3 million in the first three months of 2005, compared to $6.0 millionin the first three months of 2004. The decrease was due to a lower averagebalance of operating loan accounts. Revenues earned from Deere & Companytotaled $86.5 million for the first quarter of 2005, compared to $78.6 million,respectively, for the same period last year.

 

                Thenet gain on receivables sold, including adjustments to prior sales related tocleanup calls and revaluations of retained interests and the related permanentimpairments, totaled $3.9 million for the first quarter of 2005, compared to$14.1 million for the same period a year ago. During the first quarter of 2004,the Company benefited from the sale of agricultural retail notes ofapproximately $687 million total principal value.

 

                Interest expensetotaled $92.6 million for the first quarter of 2005, compared to $81.7 millionfor the same period in 2004. The increase was due to higher average borrowingsand an increase in borrowing rates. 

 

                Administrative andoperating expenses were $54.1 million in the first quarter of 2005, comparedwith $51.8 million for the same period in 2004. The increase was primarilydue to higher employment costs.

 

                During the firstquarter of 2005, the credit for credit losses totaled $1.8 million, comparedwith the provision for credit losses of $7.6 million in the same period lastyear. The decrease reflects continued strong portfolio performance as well as asignificant decrease in write-offs as compared to the same period a year ago. Forthe first three months of 2005, the Company has experienced lower write-offs ofretail notes, operating loans, wholesale receivables and financing leases. Theannualized provision (credit) for credit losses, as a percentage of the averagebalance of total Receivables financed, was (.06) percent for the firstquarter of 2005, compared with .27 percent for the same period a year ago. 

 

                Fees paid to JohnDeere for interest and support were $13.9 million in the first quarter of 2005,compared with $7.3 million for the same period in 2004. The increase was primarilydue to higher average borrowings from Deere & Company. 

 

                Depreciation ofequipment on operating leases was $42.2 million in the first quarter of 2005,compared to $44.8 million for the same period in 2004. The decrease wasprimarily the result of the lower average amount of equipment on operatingleases. 

 

8

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

 
| ** **                          | ** ** | **Three Months**      | ** ** | ** ** | ** ** | ** **        | ** ** |
|-------------------------------------|------------|-----------------------|------------|------------|------------|-------------------|------------|
| ** **                          | ** ** | **Ended January 31,** | ** ** | ** ** | ** ** | ** **        | ** ** |
| ** **                          | ** ** | **2005**              | ** ** | **2004**   | ** ** | **$ Change** | ** ** | **% Change** | ** ** |
| Retail notes:                       |       |                  |       |       |       |              |       |   |   |
| Agricultural equipment              |       | $                     | 922        |       | $          | 806               |       | $ | 116 |   | 14 | % |
| Construction and forestry equipment |       | 302                   |       | 243        |       | 59                |       | 24 |   |
| Commercial and consumer equipment   |       | 86                    |       | 132        |       | (46               | )          | (35 | ) |
| Total retail notes                  |       | 1,310                 |       | 1,181      |       | 129               |       | 11 |   |
| Revolving charge accounts           |       | 606                   |       | 555        |       | 51                |       | 9 |   |
| Operating loans                     |       | 313                   |       | 540        |       | (227              | )          | (42 | ) |
| Wholesale receivables               |       | 3,222                 |       | 2,535      |       | 687               |       | 27 |   |
| Financing leases                    |       | 39                    |       | 33         |       | 6                 |       | 18 |   |
| Equipment on operating leases       |       | 78                    |       | 50         |       | 28                |       | 56 |   |
| Total Receivables and Leases        |       | $                     | 5,568      |       | $          | 4,894             |       | $ | 674 |   | 14 | % |

 

                Retailnote volumes increased during the first quarter of 2005, when compared to lastyear, primarily due to increases in retail sales of John Deere agricultural andconstruction and forestry equipment.Revolving charge accounts volumes increased in the first quarter of 2005, whencompared to last year, primarily as a result of increased market coverage.Wholesale receivable volumes increased during the first quarter of 2005, whencompared to last year, primarily due to increased shipments of John Deereequipment as a result of strong retail demand in the agricultural andconstruction and forestry markets. 

 

9

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Total Receivables and Leases held were asfollows (in millions of dollars):

 
| ** **                          | ** ** | **January 31,** | ** ** | **October 31,** | ** ** | **January 31,** | ** ** |
|-------------------------------------|------------|-----------------|------------|-----------------|------------|-----------------|------------|
| ** **                          | ** ** | **2005**        | ** ** | **2004**        | ** ** | **2004**        | ** ** |
| Retail notes:                       |       |            |       |            |       |            |       |
| Agricultural equipment              |       | $               | 4,838      |            | $          | 4,451           |       | $ | 3,676 |   |
| Construction and forestry equipment |       | 1,537           |       | 1,406           |       | 1,266           |       |
| Commercial and consumer equipment   |       | 957             |       | 984             |       | 851             |       |
| Recreational products               |       | 30              |       | 33              |       | 47              |       |
| Total retail notes                  |       | 7,362           |       | 6,874           |       | 5,840           |       |
| Revolving charge accounts           |       | 1,155           |       | 1,444           |       | 944             |       |
| Operating loans                     |       | 357             |       | 380             |       | 510             |       |
| Wholesale receivables               |       | 3,486           |       | 3,480           |       | 3,043           |       |
| Financing leases                    |       | 397             |       | 406             |       | 408             |       |
| Equipment on operating leases       |       | 740             |       | 758             |       | 802             |       |
| Total Receivables and Leases        |       | $               | 13,497     |            | $          | 13,342          |       | $ | 11,547 |   |

 

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

 
| ** **                                      | ** ** | **January 31,** | ** ** | **October 31,** | ** ** | **January 31,** | ** ** |
|-------------------------------------------------|------------|-----------------|------------|-----------------|------------|-----------------|------------|
| ** **                                      | ** ** | **2005**        | ** ** | **2004**        | ** ** | **2004**        | ** ** |
| Receivables and Leases administered:            |       |            |       |            |       |            |       |
| Owned by the Company                            |       | $               | 13,497     |            | $          | 13,342          |       | $ | 11,547 |   |
| Sold and serviced — with limited recourse* |       | 2,529           |       | 3,028           |       | 2,810           |       |
| Sold and serviced — without recourse**     |       | 23              |       | 24              |       | 32              |       |
| Total Receivables and Leases administered       |       | $               | 16,049     |            | $          | 16,394          |       | $ | 14,389 |   |

 

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*                                         The Company’s maximum exposure under allReceivable and Lease recourse provisions at January 31, 2005, October 31, 2004and January 31, 2004 was $160 million, $203 million and $251 million,respectively. In addition, the Company has provided letters of credit for JohnDeere Credit Inc., the John Deere finance subsidiary in Canada, as part ofretail note sales. At January 31, 2005, October 31, 2004 and January 31,2004, the Company’s maximum exposure under these agreements was approximately$8 million, $8 million and $11 million, respectively. The Company does notrecord the recourse obligations as liabilities as they are contingentliabilities that are remote at this time. However, the probable loss onreceivables that have been sold was accrued at the time of sale, and anysubsequent necessary adjustments are made as part of ongoing reviews.

 

**                                  These receivablesrepresent recreational product retail notes that the Company has sold butcontinues to administer for a fee.

 

10

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                Total Receivableamounts 60 days or more past due in the table below represent the amount of allcustomer payments past due 60 days or more, by product, and as a percent of therespective receivables.  They are asfollows (in millions of dollars):

 
| ** **                          | ** ** | **January 31,** | ** ** | **October 31,** | ** ** | **January 31,** | ** ** |
|-------------------------------------|------------|-----------------|------------|-----------------|------------|-----------------|------------|
| ** **                          | ** ** | **2005**        | ** ** | **2004**        | ** ** | **2004**        | ** ** |
| ** **                          | ** ** | **Dollars**     | ** ** | **Percent**     | ** ** | **Dollars**     | ** ** | **Percent** | ** ** | **Dollars** | ** ** | **Percent** | ** ** |
| Retail notes:                       |       |            |       |            |       |            |       |   |   |   |   |   |   |
| Agricultural equipment              |       | $               | 10.5       |            | .22        | %               | $          | 9.9 |   | .22 | % | $ | 12.4 |   | .34 | % |
| Construction and forestry equipment |       | 4.2             |       | .27             |       | 4.7             |       | .33 |   | 9.5 |   | .75 |   |
| Commercial and consumer equipment   |       | 1.2             |       | .13             |       | 1.1             |       | .11 |   | 1.4 |   | .16 |   |
| Recreational products               |       | .1              |       | .33             |       | .1              |       | .30 |   | .1 |   | .21 |   |
| Total retail notes                  |       | 16.0            |       | .22             |       | 15.8            |       | .23 |   | 23.4 |   | .40 |   |
| Revolving charge accounts*          |       | 13.9            |       | 1.20            |       | 12.6            |       | .87 |   | 14.6 |   | 1.55 |   |
| Operating loans                     |       | 1.4             |       | .39             |       | .9              |       | .24 |   |   |   |   |   |
| Wholesale receivables               |       | 8.3             |       | .24             |       | 7.9             |       | .23 |   | 13.3 |   | .44 |   |
| Financing leases                    |       | 3.6             |       | .91             |       | 3.2             |       | .79 |   | 4.8 |   | 1.18 |   |
| Total Receivables                   |       | $               | 43.2       |            | .34        | %               | $          | 40.4 |   | .32 | % | $ | 56.1 |   | .52 | % |

 

----

*                                         Due to the nature of revolving chargeaccounts, the customer payments past due 60 days or more also represent the totalbalance.

 

                The balance ofretail notes held (principal plus accrued interest) with any installment 60days or more past due represents the total retail note balance for a customerwho has any portion of his note 60 days or more past due. These amounts were$80 million, $71 million and $98 million at January 31, 2005, October 31, 2004and January 31, 2004, respectively. The balances of retail notes held on whichany installment was 60 days or more past due as a percentage of the endingretail notes receivable was 1.08, 1.03 and 1.68 percent at January 31, 2005,October 31, 2004 and January 31, 2004, respectively.

 

                Totalnon-performing Receivables, which represent loans the Company has ceasedaccruing interest for, by product, and as a percent of the respectivereceivables were as follows (in millions of dollars):

 
| ** **                          | ** ** | **January 31,** | ** ** | **October 31,** | ** ** | **January 31,** | ** ** |
|-------------------------------------|------------|-----------------|------------|-----------------|------------|-----------------|------------|
| ** **                          | ** ** | **2005**        | ** ** | **2004**        | ** ** | **2004**        | ** ** |
| ** **                          | ** ** | **Dollars**     | ** ** | **Percent**     | ** ** | **Dollars**     | ** ** | **Percent** | ** ** | **Dollars** | ** ** | **Percent** | ** ** |
| Retail notes:                       |       |            |       |            |       |            |       |   |   |   |   |   |   |
| Agricultural equipment              |       | $               | 16.7       |            | .35        | %               | $          | 15.1 |   | .34 | % | $ | 14.1 |   | .38 | % |
| Construction and forestry equipment |       | 8.2             |       | .53             |       | 7.1             |       | .51 |   | 12.2 |   | .96 |   |
| Commercial and consumer equipment   |       | 2.2             |       | .23             |       | 2.5             |       | .25 |   | 2.8 |   | .33 |   |
| Recreational products               |       | .4              |       | 1.34            |       | .4              |       | 1.20 |   | .4 |   | .64 |   |
| Total retail notes                  |       | 27.5            |       | .37             |       | 25.1            |       | .37 |   | 29.5 |   | .51 |   |
| Revolving charge accounts           |       | .2              |       | .02             |       |            |       |   |   |   |   |   |   |
| Operating loans                     |       | 24.0            |       | 6.74            |       | 24.1            |       | 6.33 |   | 21.7 |   | 4.25 |   |
| Wholesale receivables               |       | .7              |       | .02             |       | 1.1             |       | .03 |   | 10.0 |   | .33 |   |
| Financing leases                    |       | 6.6             |       | 1.66            |       | 6.6             |       | 1.63 |   | 11.8 |   | 2.89 |   |
| Total Receivables                   |       | $               | 59.0       |            | .47        | %               | $          | 56.9 |   | .45 | % | $ | 73.0 |   | .68 | % |

 

11

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                Total Receivablewrite-off amounts, net of recoveries, by product, and as an annualizedpercentage of average balances held during the period, are as follows (inmillions of dollars):

 
| ** **                          | ** ** | **Three Months Ended** | ** ** | **Three Months Ended** | ** ** |
|-------------------------------------|------------|------------------------|------------|------------------------|------------|
| ** **                          | ** ** | **January 31,**        | ** ** | **January 31,**        | ** ** |
| ** **                          | ** ** | **2005**               | ** ** | **2004**               | ** ** |
| ** **                          | ** ** | **Dollars**            | ** ** | **Percent**            | ** ** | **Dollars** | ** ** | **Percent** | ** ** |
| Retail notes:                       |       |                   |       |                   |       |   |   |   |   |
| Agricultural equipment              |       | $                      | (.5        | )                      | (.04       | )% | $ | .4 |   | .04 | % |
| Construction and forestry equipment |       | .4                     |       | .10                    |       | 2.1 |   | .68 |   |
| Commercial and consumer equipment   |       | .1                     |       | .04                    |       | .4 |   | .18 |   |
| Recreational products               |       | .2                     |       | 2.73                   |       | .3 |   | 2.40 |   |
| Total retail notes                  |       | .2                     |       | .01                    |       | 3.2 |   | .20 |   |
| Revolving charge accounts           |       | 4.6                    |       | 1.49                   |       | 3.6 |   | 1.37 |   |
| Operating loans                     |       | (.2                    | )          | (.21                   | )          | .7 |   | .58 |   |
| Wholesale receivables               |       | (.5                    | )          | (.06                   | )          | .2 |   | .03 |   |
| Financing leases                    |       | .6                     |       | .60                    |       | .9 |   | .85 |   |
| Total Receivables                   |       | $                      | 4.7        |                   | .15        | % | $ | 8.6 |   | .31 | % |

 

                Deposits withheldfrom dealers and merchants, representing mainly the aggregate dealer retailnote and lease withholding accounts from individual John Deere dealers to whichlosses from retail notes and leases originating from the respective dealers canbe charged, amounted to $166 million at January 31, 2005 compared with $168million at October 31, 2004 and $161 million at January 31, 2004.

 

                The Company’sallowance for credit losses on all Receivables financed totaled $107 million atJanuary 31, 2005, $113 million at October 31, 2004 and $121 million at January31, 2004. The allowance for credit losses represented .84 percent of thetotal Receivables financed at January 31, 2005, .89 percent at October 31, 2004and 1.13 percent at January 31, 2004. The level of the allowance is based onmany quantitative and qualitative factors, including historical loss experienceby product category, portfolio duration, delinquency trends, economicconditions and credit risk quality. The Company believes its allowance issufficient to provide for losses in its existing receivable portfolio.

 

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Safe Harbor Statement

 

*                SafeHarbor Statement under the Private Securities Litigation Reform Act of 1995:*Statements herein that relate to futureoperating periods are subject to important risks and uncertainties that couldcause actual results to differ materially. Actions by the U.S. Federal ReserveBoard and other central banks may affect the costs and expenses of financingthe Company and the rates it is able to offer. The Company’s business isaffected by general economic conditions in and the political instability of theglobal markets in which the Company operates because deteriorating economicconditions and political instability can result in higher loan losses. TheCompany’s business is also affected by actions of banks, financing and leasingcompanies and other lenders that compete with the Company for customers. Inaddition, the Company’s business is closely related to John Deere’s business.Further information, including factors that potentially could materially affectthe Company’s and John Deere’s financial results, is included in the mostrecent Deere & Company Form 10-K and other Deere & Company and CapitalCorporation filings with the Securities and Exchange Commission.

 

Critical Accounting Policies

 

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

 

Capital Resources and Liquidity

 

                TheCompany relies on its ability to raise substantial amounts of funds to financeits Receivable and Lease portfolios. During the first three months of 2005, theCompany issued $254 million of term debt, maintained an average commercialpaper balance of $1,660 million and received proceeds of $58 million fromsales of Receivables. At January 31, 2005, the Company’s funding profileincluded $1,587 million of commercial paper, $1,156 million of intercompanyloans from Deere & Company, $8,880 million of unsecured termdebt, $2,464 million of securitization funding and $1,802 million of equitycapital. The Company’s funding profile may be altered to reflect such factorsas relative costs of funding sources, assets available for securitizations andcapital market accessibility. 

 

                During the firstquarter of 2005, the aggregate net cash provided by operating and financingactivities was used primarily to increase Receivables and Leases. Net cashprovided by operating activities was $76 million in the first three months of2005. Cash provided by financing activities totaled $79 million in the firstthree months of 2005, resulting primarily from a net increase in total externalborrowings, partially offset by a decrease in payables to Deere & Companyand dividends paid to John Deere Credit Company, which in turn paid comparabledividends to Deere & Company. Net cash used for investing activitiestotaled $94 million in the first three months of 2005, primarily due to thecost of Receivables and Leases acquired exceeding the collections ofReceivables and Leases, partially offset by proceeds from sales of Receivables.Cash and cash equivalents increased $61 million during the first threemonths of 2005.

 

                During the firstquarter of 2004, the aggregate net cash provided by operating and investingactivities was used primarily to decrease borrowings. Net cash provided byoperating activities was $123 million in the first three months of 2004. Netcash provided by investing activities totaled $774 million in the first threemonths of 2004, primarily due to collections of Receivables and Leases and thesales of Receivables exceeding the cost of Receivables and Leases acquired.Cash used for financing activities totaled $663 million in the first three monthsof 2004, resulting primarily from a net decrease in total external borrowingsand dividends paid to John Deere Credit Company, which in turn paid comparabledividends to Deere & Company, partially offset by an increase in payablesto Deere & Company. Cash and cash equivalents increased $241 millionduring the first three months of 2004.

 

                Because of themultiple funding sources that have been and continue to be available to theCompany, the Company expects to have sufficient sources of liquidity to meetits ongoing funding needs.  The Company’scommercial paper outstanding at January 31, 2005, October 31, 2004 and January31, 2004 was approximately $1,587 million, $1,554 million and $1,238million, respectively, while the total cash and cash equivalents position wasapproximately $271 million, $210 million and $583 million, respectively.  Additionally, the Company had access toapproximately $2,541 million, $2,915 million and $3,450 million, respectively,of cash and cash equivalents held by its parent, Deere & Company(if Deere & Company had chosen to make these funds available to theCompany).  In addition, the Company hasfor many years accessed diverse funding sources, including short-term and long-termunsecured debt capital markets in the U.S., Europe and Australia, as well aspublic and private securitization markets in the U.S. The Company also hasaccess to unsecured bank lines of credit. 

 

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                TheCompany’s ability to obtain funds is affected by its debt ratings, which areclosely related to the outlook for and the financial condition of Deere &Company, and the nature and availability of support facilities, such as itslines of credit and the support agreement from Deere & Company. For informationregarding Deere & Company and its business, see the Company’s most recentlyfiled annual report on Form 10-K.

 

                To access publicdebt capital markets, the Company relies on selected credit rating agencies toassign short-term and long-term credit ratings to the Company’s securities asan indicator of credit quality for fixed income investors.  A security rating is not a recommendation bythe rating agency to buy, sell or hold Company securities.  A credit rating agency may change or withdrawCompany ratings based on its assessment of the Company’s current and futureability to meet interest and principal repayment obligations.  Lower credit ratings generally result inhigher borrowing costs and reduced access to debt capital markets.

 

                The seniorlong-term and short-term debt ratings and outlook currently assigned tounsecured Company securities by the rating agencies engaged by the Company arethe same as those for Deere & Company. Those ratings are as follows:

 
| ** **                           | ** ** | **Senior Long-Term** | ** ** | **Short-Term** | ** ** | **Outlook** | ** ** |
|--------------------------------------|------------|----------------------|------------|----------------|------------|-------------|------------|
| Moody’s Investors Service, Inc. |       | A3                   |       | Prime-2        |       | Stable      |       |
| Standard & Poor’s           |       | A-                   |       | A-2            |       | Stable      |       |

 

                Totalinterest-bearing indebtedness amounted to $11,636 million at January 31, 2005,compared with $11,467 million at October 31, 2004 and $9,966 million atJanuary 31, 2004, generally corresponding with the level of Receivables andLeases financed and the level of cash and cash equivalents. Total short-termindebtedness amounted to $4,342 million at January 31, 2005, compared with$3,990 million at October 31, 2004 and $2,771 million at January 31, 2004,while total long-term indebtedness amounted to $7,294 million, $7,477 millionand $7,196 million at these dates, respectively. The ratio of totalinterest-bearing debt to stockholder’s equity was 6.5 to 1, 6.3 to 1 and 5.1to 1 at January 31, 2005, October 31, 2004 and January 31, 2004,respectively.

 

                The Company issued$254 million and retired $24 million of borrowings during the first threemonths of 2005, which were primarily medium-term notes. 

 

                The Company’s abilityto meet its debt obligations is supported in a number of ways. All commercialpaper issued is backed by unsecured, committed bank credit lines from variousbanks. The assets of the Company are self-liquidating in nature. A strongequity position is available to absorb unusual losses on these assets.Liquidity is also provided by the Company’s ability to sell these assets. TheCompany also maintains uncommitted, unsecured lines of credit with variousbanks.

 

                At January 31,2005, the Capital Corporation and Deere & Company jointly maintained $2,633million of unsecured lines of credit with various banks, $700 million of whichwere unused. For the purpose of computingunused credit lines, commercial paper and short-term bank borrowings, excludingthe current portion of long-term borrowings of the Capital Corporation andDeere & Company, were considered to constitute utilization. Included in the total credit lines at January 31, 2005 was a long-term facility agreement totaling $1,250 million, expiring inFebruary 2009. The facility fees payable under these lines of credit aredivided between Deere & Company and the Capital Corporation based on theproportion of their respective commercial paper outstanding.

 

                In February 2005,the Capital Corporation and Deere & Company replaced their existingshort-term $1,250 million revolving credit facility agreement, which wasincluded in the worldwide lines of credit discussed above and expired inFebruary 2005, with a $625 million short-term credit facility agreement,expiring in February 2006, and a $625 million long-term credit facilityagreement, expiring in February 2010. This long-term agreement is in additionto the $1,250 million long-term agreement discussed above, expiring in February2009.

 

                Stockholder’s equitywas $1,802 million at January 31, 2005, compared with $1,807 million at October31, 2004 and $1,953 million at January 31, 2004. The decrease in the firstthree months of 2005 resulted primarily from dividend payments of$85 million, partially offset by net income of $68 million and a $12million increase in other comprehensive income.

 

14

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                The CapitalCorporation declared and paid cash dividends of $85 million to John DeereCredit Company during the first three months of fiscal 2005. John Deere CreditCompany paid comparable dividends to Deere & Company. On February 22, 2005,the Capital Corporation declared an additional $35 million dividend, which waspaid to John Deere Credit Company on March 4, 2005. John Deere Credit Company,in turn, declared a $35 million dividend to Deere & Company, alsopaid on March 4, 2005. 

 

                The financing ofretail purchases and leases of John Deere products and of wholesale receivablesowed by John Deere dealers represented approximately 83 percent of theCompany’s acquisition volume for the three months ended January 31, 2005,compared with approximately 76 percent for the same period in 2004. Anyextended reduction or suspension of John Deere’s sale or production of productsdue to a decline in demand or production, technological difficulties,governmental actions or other events could have an adverse effect on theCompany’s acquisition volume of Receivables and Leases.  For additional information on the Company’sdependence on and relationships with Deere & Company, see the Company’smost recently filed annual report on Form 10-K.

 

Item 3.                    Quantitativeand Qualitative Disclosures About Market Risk.

 

                See the Company’smost recent annual report filed on Form 10-K (Item 7A). There has been nomaterial change in this information.

 

Item 4.                    Controlsand Procedures.

 

                The Company’sprincipal executive officer and its principal financial officer have concludedthat the Company’s disclosure controls and procedures (as defined in Rules13a-15(e) of the Securities Exchange Act of 1934, as amended (“the Act”)) wereeffective as of January 31, 2005, based on the evaluation of these controls andprocedures required by Rule 13a-15(b) or 15d-15(b) of the Act.

 

15

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PARTII.  OTHER INFORMATION

 

Item 1.             LegalProceedings.

 

TheCompany is subject to various unresolved legal actions which arise in thenormal course of its business, the most prevalent of which relate to state andfederal laws and regulations concerning retail credit. Although it is notpossible to predict with certainty the outcome of these unresolved legalactions or the range of possible loss, the Company believes these unresolvedlegal actions will not have a material effect on its financial statements.

 

Item 2.             UnregisteredSales of Equity Securities and Use of Proceeds.

 

Omittedpursuant to instruction H.

 

Item 3.             Defaults UponSenior Securities.

 

Omittedpursuant to instruction H.

 

Item 4.             Submission ofMatters to a Vote of Security Holders.

 

Omittedpursuant to instruction H.

 

Item 5.             OtherInformation.

 

None.

 

Item 6.             Exhibits.

 

See the index to exhibitsimmediately preceding the exhibits filed with this report.

 

Certain instruments relatingto 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) ofRegulation S-K.  The registrant will filecopies of such instruments upon request of the Commission.

 

16

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SIGNATURES

 

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

 
|   |           |                           |                                                                   |
|--------|----------------|--------------------------------|------------------------------------------------------------------------|
|   |           |                           |                                                                   |
|   |           | JOHN DEERE CAPITAL CORPORATION |
|   |           |                           |                                                                   |
|   |           |                           |                                                                   |
|   |           |                           |                                                                   |
|   |           |                           |                                                                   |
| Date:  | March 14, 2005 | By:                       | */s/ Nathan J. Jones*                                                  |
|   |           |                           | Nathan J. Jones 

Senior Vice President, 

Principal Financial Officer |
|        |                |                                |                                                                        |  |

 

17

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INDEX TO EXHIBITS

 

Exhibit

 

3.1                                 Certificate ofIncorporation, as amended (Exhibit 3.1 to Form 10-K of the registrant for theyear ended October 31, 1999*)

 

3.2                                 Bylaws, asamended (Exhibit 3.2 to Form 10-K of the registrant for the year ended October31, 1999*)

 

4.1                                 Five-YearCredit Agreement among registrant, Deere & Company, various financialinstitutions, JPMorgan Chase Bank N.A. as administrative agent, Citibank N.A.and Credit Suisse First Boston as documentation agents, Merrill Lynch Bank USAas co-documentation agent, and Bank of America, N.A. and Deutsche Bank AG, NewYork Branch as syndication agents, et al, dated as of February 15, 2005.  (Exhibit 4.1 to Form 10-Q of Deere &Company for the quarter ended January 31, 2005, Securities and ExchangeCommission File Number 1-4121*)

 

4.2                                 364-Day CreditAgreement among registrant, Deere & Company, various financialinstitutions, JPMorgan Chase Bank N.A. as administrative agent, Citibank N.A.and Credit Suisse First Boston as documentation agents, Merrill Lynch Bank USAas co-documentation agent, and Bank of America, N.A. and Deutsche Bank AG, NewYork Branch as syndication agents, et al, dated as of February 15, 2005.  (Exhibit 4.2 to Form 10-Q of Deere &Company for the quarter ended January 31, 2005, Securities and ExchangeCommission File Number 1-4121*)

 

12.                                 Computation ofRatio of Earnings to Fixed Charges

 

31.1                           Rule13a-14(a)/15d-14(a) Certification

 

31.2                           Rule13a-14(a)/15d-14(a) Certification

 

32.                                 Section 1350Certifications

 

99.                                 Part I of Deere& Company Form 10-Q for the quarter ended January 31, 2005 (Securitiesand Exchange Commission file number 1-4121*)

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 *                                      Incorporated byreference. Copies of these exhibits are available from the Company uponrequest.

 

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