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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999

Commission file number 1-6458

JOHN DEERE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

    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 1, 2000, 2,500 shares of common stock, without par value, of the registrant were outstanding, all of which were owned by John Deere Credit Company.

    The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form with certain reduced disclosures as permitted by Instruction I(2).

PART I

Item 1. Business.

The Company

    John Deere Capital Corporation (Capital Corporation) and its subsidiaries: Deere Credit, Inc., Deere Credit Services, Inc., Farm Plan Corporation, John Deere Receivables, Inc., John Deere Funding Corporation, Senstar Capital Corporation, Arrendadora John Deere, S.A. de C.V. (Mexico), John Deere Credit Limited (Australia), John Deere Credit Group Plc and John Deere Credit Limited (United Kingdom), are collectively called the Company. Growcash Limited (United Kingdom) and John Deere Credit S.A.S. (France), both joint ventures, and John Deere Credit—Germany, a partnership, offer equipment financing and operating loan products within the United Kingdom, France and Germany, respectively, and are considered unconsolidated affiliates of the Company. John Deere Credit Company, a wholly-owned finance holding subsidiary of Deere & Company, is the parent of the Capital Corporation.

    The principal business of the Company is providing and administering financing for retail purchases of new and used equipment manufactured by Deere & Company's agricultural, construction, and commercial and consumer equipment divisions. The Company purchases retail installment sales and loan contracts (retail notes) from Deere & Company and its wholly-owned subsidiaries (collectively called John Deere). John Deere acquires these retail notes through independent John Deere retail dealers. The Company also purchases and finances certain agricultural, construction, commercial and lawn and grounds care retail notes unrelated to John Deere. In addition, the Company purchases and finances recreational product retail notes acquired from independent dealers (recreational product retail notes). The Company also leases equipment to retail customers, finances and services revolving charge accounts acquired from and offered through merchants or leading farm input providers in the agricultural, construction and lawn and grounds care markets as well as insured international export financing products (revolving charge accounts), and provides wholesale financing for inventories of recreational vehicles, manufactured housing units, yachts, John Deere engines, and John Deere agricultural and John Deere construction 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."

    The Capital Corporation was incorporated under the laws of Delaware and commenced operations in 1958. At January 1, 2000, the Company had 1,307 full-time and part-time employees.

Business of John Deere

    John Deere's operations are categorized into four major business segments:

    John Deere's worldwide agricultural equipment segment manufactures and distributes a full line of farm equipment—including tractors; combine, cotton, and sugarcane harvesters; tillage, seeding and soil preparation machinery; sprayers; hay and forage equipment; materials handling equipment; and integrated precision farming technology.

    John Deere's worldwide construction equipment segment manufactures and distributes a broad range of machines used in construction, earthmoving and forestry—including backhoe loaders; crawler dozers and loaders; four-wheel-drive loaders; excavators; scrapers; motor graders; log skidders; and forestry harvesters.

    John Deere's worldwide commercial and consumer equipment segment manufactures and distributes equipment for commercial and residential uses—including small tractors for lawn, garden, commercial and utility purposes; riding and walk-behind mowers; golf course equipment; snowblowers; handheld products such as chain saws, string trimmers and leaf blowers; skid-steer loaders; utility vehicles; and other outdoor power products.

    The products produced by the equipment segments are marketed primarily through independent retail dealer networks and major retail outlets.

    The credit segment includes the operations of the Company (described herein), John Deere Credit Company and John Deere Credit Inc. (Canada), and primarily finances sales and leases by John Deere dealers of new and used equipment and sales by non-Deere dealers of recreational products. In addition, it provides wholesale financing to dealers of the foregoing equipment and finances retail and commercial revolving charge accounts.

    In response to a recent accounting pronouncement, John Deere's segments have been redefined to coincide with its internal organizational structure, the way the operations are managed and evaluated by management and materiality considerations. The manufacture and distribution of engines and drivetrain components for the original equipment manufacturer market, previously aggregated with the construction equipment segment, are now allocated to all three major equipment segments. In addition, the operations of certain units involved in the development and marketing of special technologies, which were previously aggregated with the agricultural equipment and the commercial and consumer equipment segments, have been aggregated and included with the health care and insurance operations in the "Other" category, as they do not meet the materiality threshold included in the new accounting standard. The insurance operations were sold in 1999.

    John Deere's net income in 1999 totaled $239 million, or $1.02 per share diluted ($1.03 basic), compared with last year's net income of $1,021 million, or $4.16 per share diluted ($4.20 basic). The decline in profits was largely due to a continuation of weak demand for agricultural equipment caused by depressed farm commodity prices. Cash flow from operations, however, was higher due to a reduction in worldwide agricultural equipment receivables of approximately $800 million, and a decline in construction equipment receivables of approximately $200 million. During the year, John Deere implemented aggressive production schedule reductions in order to help balance receivables and inventories with forecasted levels of demand.

    John Deere's net sales and revenues decreased 15 percent to $11,751 million in 1999, compared with $13,822 million in 1998. Net sales of John Deere's equipment operations decreased 19 percent in 1999 to $9,701 million from $11,926 million last year. Overseas net sales were $2,678 million for the year, compared with $3,049 million in 1998. Overall, John Deere's worldwide physical volume of sales decreased 18 percent for the year.

Outlook for John Deere

    Agricultural Equipment.  As a result of continued weakness in farm commodity prices, industry retail sales of farm machinery in North America are currently expected to be off by 5 to 10 percent next year. Declines of a similar nature are expected in other major markets. At the same time, farmers are in relatively good financial condition due to higher government payments. In light of this outlook, John Deere has adopted a cautious approach, expecting sales and production volumes to trail prior-year levels early in 2000, but to be higher for the full year. The anticipated rise in sales is due to production being increased to track more closely with retail demand than in 1999. Sales are also expected to benefit from a positive response to several important new products.

    Construction Equipment.  Although higher interest rates and lower housing starts are expected to result in a moderate slowdown in industry sales of construction equipment next year, John Deere expects to have higher sales in the year 2000 due largely to an expanded product line. John Deere sales in the early part of the year, however, are expected to be lower as a result of a continuation of dealer inventory adjustments. Made in conjunction with the Estimate to Cash initiative, these reductions should place John Deere in a favorable inventory position going into fiscal 2000. Industry inventory levels, however, are a source of concern with respect to price realization.

    Commercial and Consumer Equipment.  Following strong gains this year, retail demand for John Deere's commercial and consumer equipment is expected to achieve further growth next year, assuming normal weather patterns and a continuation of current economic conditions. These operations are expected to benefit from market-share growth, positive customer response to new products and continued international expansion.

    Credit Operations.  Credit should continue to benefit from a larger receivable and lease portfolio next year. However, higher growth expenditures, lower gains on the sale of retail notes and a weakened agricultural economy are expected to keep pressure on margins and bring about a sizable reduction in overall results.

    Based on these conditions, John Deere's worldwide physical volume of sales is currently expected to increase by approximately 10 percent for the year 2000. First-quarter physical volumes are expected to be slightly higher than in the comparable 1999 period. However, the mix of sales is expected to deteriorate and put significant downward pressure on profits for the first quarter.

    Despite the lower 1999 results, John Deere has put itself in position to benefit from an upturn in the farm economy, whenever it occurs. At the same time, John Deere remains on track with its product development plans, and numerous growth, quality, technology and Internet-related initiatives. In addition, John Deere fulfilled its 1999 goal of generating strong cash flow and is setting the stage for markedly better results once the agricultural economy starts moving ahead and as other business opportunities take shape.

Relationships of the Company with John Deere

    The results of operations of the Company are affected by its relationships with John Deere, including among other things, the terms on which the Company acquires Receivables and Leases and borrows funds from John Deere, the reimbursement for interest waiver and low-rate finance programs from John Deere and the payment to John Deere for various expenses applicable to the Company's operations. In addition, the Company and John Deere have joint access to all of the Company's lines of credit.

    The Company's acquisition volume of Receivables and Leases is largely dependent upon the level of retail sales and leases of John Deere products. The level of John Deere retail sales and leases is responsive to a variety of economic, financial, climatic, legislative and other factors that influence demand for its products. All of the Company's businesses are affected by changes in interest rates, demand for credit and competition.

    The Company bears all of the credit risk (net of recovery from withholdings from certain John Deere dealers and Farm Plan merchants) associated with its holding of Receivables and Leases, and performs all servicing and collection functions. The Company compensates John Deere for originating certain retail notes and leases on John Deere products. John Deere is also reimbursed for staff and other administrative services at estimated cost, and for credit lines provided to the Company based on utilization of those lines.

    The terms and the basis on which the Company acquires retail and certain wholesale notes from John Deere are governed by agreements with John Deere, terminable by either John Deere or the Company on 30 days notice. As provided in these agreements, the Company sets its terms and conditions for purchasing the notes from John Deere. Under these agreements, John Deere is not obligated to sell notes to the Company, and the Company is obligated to purchase notes from John Deere only if the notes comply with the terms and conditions set by the Company.

    The basis on which John Deere acquires retail and certain wholesale notes from the dealers is governed by agreements with the independent John Deere dealers, terminable at will by either the dealers or John Deere. In acquiring these notes from dealers, the terms and conditions, as set forth in agreements with the dealers, conform with the terms and conditions adopted by the Company in determining the acceptability of retail and certain wholesale notes to be purchased from John Deere. The dealers are not obligated to send these notes to John Deere and John Deere is not obligated to accept these notes from the dealers. In practice, retail and certain wholesale notes are acquired from dealers only if the terms of these notes and the creditworthiness of the customers are acceptable to the Company for purchase of these notes from John Deere. The Company acts on behalf of both itself and John Deere in determining the acceptability of the notes and in acquiring acceptable notes from dealers.

    The basis on which the Company enters into leases with retail customers through John Deere dealers is governed by agreements between dealers and the Company. Leases are accepted based on the terms and conditions, the lessees' creditworthiness, the anticipated residual values of the equipment and the intended uses of the equipment.

    Deere & Company has an agreement with the Company to make income maintenance payments to the Company such that its consolidated ratio of earnings before fixed charges to fixed charges is not less than 1.05 to 1 for each fiscal quarter. For 1999 and 1998, the Company's ratios were 1.64 to 1 and 1.63 to 1, respectively, and never less than 1.05 to 1 for any fiscal quarter. Deere & Company also has committed to own at least 51 percent of the voting shares of capital stock of the Company and to maintain the Company's consolidated tangible net worth at not less than $50 million. These arrangements are not intended to make Deere & Company responsible for the payment of any indebtedness, obligation or liability of the Company.

Description of Receivables and Leases

    Receivables and Leases arise mainly from retail sales and leases of John Deere products and used equipment accepted in trade for them, and from retail sales of equipment of unrelated manufacturers. Receivables and Leases also include revolving charge accounts receivable and wholesale notes receivable. The great majority of these Receivables and Leases are derived from retail sales and leases of agricultural equipment, construction equipment and commercial and consumer equipment sold by John Deere dealers.

    The Company also provides retail sales financing through dealers and directly to customers of certain unrelated manufacturers of recreational vehicles. Recreational product retail notes conform to industry standards different from those for John Deere retail notes and often have smaller down payments and longer repayment terms. In addition, the acquisition volumes, margins and collectibility of recreational product retail notes are affected by economic, marketing and competitive factors and cycles, such as fluctuations in fuel prices and recreational spending patterns, that are different from those affecting retail notes arising from the sale of John Deere equipment. Recreational product retail notes are acquired from more than 650 recreational vehicle dealers and directly from some customers. The Company continuously sells recreational vehicle retail note portfolios to several outside financial institutions. These portfolio sales typically require an immediate release of servicing by the Company.

    Through the acquisition of Senstar Capital Corporation and its subsidiaries, the Company holds retail notes, leases and revolving charge receivables related to mining, transportation and other commercial equipment. See Note 1 to the Consolidated Financial Statements.

    The Company offers several revolving charge products. The John Deere Credit Revolving Plan is used primarily by retail customers of John Deere dealers to finance purchases of lawn and grounds care equipment. Through its Farm Plan™ product, the Company finances revolving charge accounts offered by approximately 4,500 participating agri-businesses to their retail customers for the purchase of goods and services. Farm Plan account holders consist mainly of farmers purchasing equipment parts and service at implement dealerships. Farm Plan is also used by customers patronizing other agri-businesses, including farm supply, feed and seed, parts supply, bulk fuel, building supply merchants and veterinarians. The Company also works with several leading farm input providers to offer crop input production loans for materials such as seeds and fertilizer. These loans are secured by the crops being grown. Additionally, the Company provides production loans directly to farmers for their total operating needs. These loans are secured by crops and equipment. The PowerPlan® revolving charge account is used by commercial customers to finance the purchase of parts and service work performed at John Deere construction dealers. The Company also offers insured international export financing products to select customers. See Note 2 to the Consolidated Financial Statements under "Revolving Charge Accounts Receivable."

    The Company finances wholesale inventories owned by approximately 490 dealers of recreational vehicles, manufactured housing units, yachts, John Deere engines, and John Deere agricultural and John Deere construction equipment. A large portion of the wholesale financing provided by the Company is with dealers from whom it also purchases agricultural, construction, and recreational product retail notes. See Note 2 to the Consolidated Financial Statements under "Wholesale Notes Receivable."

    The Company requires theft and physical damage insurance be carried on all goods leased or securing retail notes. In most cases, the customer may, at his expense, have the Company or the seller of the goods purchase this insurance or obtain it from other sources. Theft and physical damage insurance is also required on goods securing wholesale notes and can be purchased through the Company or from other sources. Insurance is not required for goods purchased pursuant to revolving charge accounts.

    Receivables and Leases are eligible for acceptance if they conform to prescribed finance and lease plan terms. Guidelines relating to down payments and contract terms on retail notes and leases are described in Note 2 to the Consolidated Financial Statements.

    In some circumstances, Receivables and Leases may be accepted and acquired even though they do not conform in all respects to the established guidelines. Acceptability and servicing of retail notes, wholesale notes and leases, according to the finance plans and retail terms, including any waiver of conformity with such plans and terms, is determined by Company personnel. Officers of the Company are responsible for reviewing the performance of the Company in accepting and collecting retail notes, wholesale notes, revolving charge accounts and leases. The Company normally makes all routine collections, settlements and repossessions on Receivables and Leases.

    Retail notes provide for retention by John Deere or the Company of security interests in the goods financed under certain statutes, including the Uniform Commercial Code, certain Federal statutes and state motor vehicle laws. Security interest filings are also made for leases. However, filings for operating leases are made for informational purposes only. See Notes 1 and 2 to the Consolidated Financial Statements.

Finance Rates on Retail Notes

    As of October 31, 1999 and 1998, approximately 49 percent and 45 percent of the retail notes held by the Company bore a variable finance rate, respectively. With the exception of agricultural retail notes, a majority of retail notes are fixed rate notes. A portion of the finance income earned by the Company arises from reimbursements from John Deere in connection with financing the retail sales of John Deere equipment on which finance charges are waived or reduced by John Deere for a period from the date of sale to a specified subsequent date. See Note 2 to the Consolidated Financial Statements for additional information.

Average Original Term and Average Actual Life of Retail Notes and Leases

    Due to prepayments (often from trade-ins and refinancings), the average actual life of retail notes is considerably shorter than the average original term. The following table shows the average original term for retail notes and leases acquired and the average actual life for retail notes and leases liquidated (in months):

    The average original term for recreational products is longer than for other equipment notes because of customer preferences and industry convention.

Competition

    The businesses in which the Company is engaged are highly competitive. The Company competes for customers with commercial banks and finance and leasing companies based upon its service and finance rates charged. The proportion of John Deere equipment retail sales and leases financed by the Company is influenced by conditions prevailing in the agricultural equipment, construction equipment, and commercial and consumer equipment industries, in the financial markets, and in business generally. The Company financed a significant portion of John Deere equipment retail sales and leases during 1999.

    The Company emphasizes convenient service to customers and endeavors to offer terms desired in its specialized markets such as seasonal schedules of repayment and rentals. The Company's retail note finance rates and lease rental rates are generally believed to be in the range offered by other sales finance and leasing companies, although not as low as those of some banks and other lenders and lessors.

Regulation

    In a number of states, state law limits the maximum finance rate on receivables. The present state limitations have not, thus far, significantly limited the Company's variable-rate finance charges or the fixed-rate finance charges established by the Company. However, if interest rate levels should increase significantly, maximum state rates could affect the Company by preventing the variable rates on outstanding variable-rate retail notes from increasing above the maximum state rate, and by limiting the fixed rates on new notes. In some states, the Company may be able to qualify new retail notes for a higher maximum rate limit by using retail installment sales contracts (rather than loan contracts) or by using fixed-rate rather than variable-rate contracts.

    In addition to rate regulation, various state and federal laws and regulations apply to some Receivables and Leases, principally retail notes for goods sold for personal, family or household use and Farm Plan and John Deere Credit Revolving Plan accounts receivable for such goods. To date, such laws and regulations have not had a significant adverse effect on the Company's financial position or results of operations.

    Retail sales financing outside the United States is affected by a diversity of laws, customs and regulations.

Item 2. Properties.

    The Company's properties principally consist of office equipment, a Company-owned office building in Madison, Wisconsin, and leased office space in Reno, Nevada; West Des Moines, Iowa; Pittsburgh, Pennsylvania; Bloomington, Illinois; Brisbane, Australia; Gloucester, England; and Monterrey, Mexico.

Item 3. Legal Proceedings.

    The Company is subject to various unresolved legal actions which arise in the normal course of its business, the most prevalent of which relate to state and federal laws and regulations concerning retail credit. 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 4. Submission of Matters to a Vote of Security Holders.

    Omitted pursuant to instruction I(2).

PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

    All of the Capital Corporation's common stock is owned by John Deere Credit Company, a finance holding company that is wholly-owned by Deere & Company. The Capital Corporation declared and paid cash dividends to John Deere Credit Company of $75 million in 1999 and $50 million in 1998. In each case, John Deere Credit Company paid a comparable dividend to Deere & Company. During the first quarter of 2000, the Capital Corporation declared and paid a dividend of $5 million to John Deere Credit Company which, in turn, paid a dividend of $5 million to Deere & Company.

Item 6. Selected Financial Data.

    Omitted pursuant to instruction I(2).

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

1999 Compared with 1998

    Consolidated net income for the fiscal year ended October 31, 1999 was $153 million compared with $151 million in 1998. Results for 1999 reflect increased income on a 5 percent higher average balance of Receivables and Leases financed, a reduction in leverage position and a gain on the sale of the yacht retail note portfolio and related intangibles, partially offset by lower financing spreads, higher receivable write-offs and higher operating expenses. The ratio of earnings to fixed charges was 1.64 to 1 for 1999 compared with 1.63 to 1 for 1998.

    Revenues totaled $959 million in 1999 compared to $887 million a year ago. Revenues increased primarily due to a 5 percent increase in the average balance of Receivables and Leases financed. Finance income earned on retail notes totaled $396 million in 1999 compared to $431 million in 1998. This decrease was primarily due to a 56 percent decrease in the average balance of recreational product retail notes financed. Lease revenues increased $78 million, to $270 million in 1999, from $192 million in 1998, primarily due to a 42 percent increase in the average balance of financing and operating leases financed. Finance income earned on wholesale notes increased $11 million, to $72 million in 1999, from $61 million earned in 1998 primarily as a result of the continued growth in the financing for inventories of construction equipment, yachts and recreational vehicles.

    Revenues earned on revolving charge accounts amounted to $120 million in 1999, a 6 percent increase over revenues of $113 million earned during 1998. The increase was primarily due to growth of agricultural production loans in 1999 compared with 1998.

    The net gain on retail notes sold totaled $40 million during 1999 compared with $39 million for 1998. Securitization and servicing fee income totaled $31 million in 1999 compared with $28 million during 1998. Securitization and servicing fee income relates to retail notes sold to other financial institutions or limited-purpose business trusts and primarily includes the interest earned on retained interests and reimbursed administrative expenses received. Additional sales of retail notes are expected to be made in the future.

    Interest expense totaled $361 million in 1999 compared with $368 million in 1998. Average borrowings were $6.021 billion in 1999 compared with $5.875 billion in 1998, an increase of 2 percent. The weighted average annual interest rate incurred on all interest-bearing borrowings during 1999 was 5.8 percent compared to 6.1 percent in 1998.

    Administrative and operating expenses increased 9 percent from $117 million in 1998 to $128 million in 1999. These increases were attributable to the costs associated with administering a larger Receivable and Lease portfolio as well as higher employment costs relating to the increasing level of new acquisition volumes.

    The provision for credit losses was $62 million in 1999 and $46 million in 1998. Total write-offs of Receivables and Leases financed were $40 million during 1999 compared with $32 million in 1998. The increase in write-offs from 1998 primarily related to a $10.5 million increase in agricultural equipment retail note write-offs, partially offset by a $2.8 million decrease in recreational product retail note write-offs.

Receivables and Leases Acquired and Held

    Acquisition volumes of Receivables and Leases by the Company during 1999 totaled $8.090 billion, an increase of 10 percent compared with volumes of $7.349 billion during 1998. The higher volumes in 1999 resulted mainly from increased volumes of John Deere construction and lawn and grounds care equipment retail notes, revolving charge accounts, wholesale receivables and leases. Receivables and Leases held by the Company at October 31, 1999 totaled $7.231 billion compared with $6.528 billion at October 31, 1998. For the 1999 and 1998 fiscal years, Receivable and Lease acquisition volumes and balances held were as follows (in millions of dollars):

*

Does not include the acquisition of John Deere Credit Limited (JDCL), Farming and Agricultural Finance Limited (FAF) and Senstar Capital Corporation (Senstar) installment, lease and revolving charge balances. (See Note 1 to the Consolidated Financial Statements.)

**

Agricultural equipment retail notes at October 31, 1999 include the JDCL and FAF balances. Construction equipment retail notes, revolving charge accounts, financing leases and equipment on operating leases include the Senstar balances. (See Note 1 to the Consolidated Financial Statements.)

    Retail note volumes increased by approximately $221 million in 1999 compared with 1998, primarily due to an increase in the volumes of construction equipment and lawn and grounds care equipment retail notes. However, agricultural retail note volumes remained relatively unchanged in 1999 due to the weakening of the U.S. agricultural market. Recreational products retail note volumes declined in 1999 primarily due to decreases in yacht installment financing. (See Note 1 to the Consolidated Financial Statements.)

    Revolving charge account volumes increased primarily due to the increased demand for agricultural production loans, Farm Plan and John Deere Credit Revolving Plan products. Wholesale note volumes increased significantly in 1999 primarily due to higher recreational vehicle and yacht wholesale notes, construction equipment floor planning notes, and a used agricultural equipment floor plan program introduced in April 1998. Operating lease volumes increased in 1999 due to agricultural low-rate and guaranteed residual value leasing programs sponsored by the Company or John Deere.

    Retail notes receivable decreased primarily due to the Company selling retail notes, receiving proceeds of $2.281 billion during 1999 compared to $1.738 billion during 1998. This decrease was partially offset by retail note acquisition volumes exceeding collections during 1999 and the acquisition of JDCL, FAF and Senstar installment portfolios. Additional information is presented in Note 2 to the Consolidated Financial Statements.

    Receivables and Leases administered by the Company, which include retail notes sold, were as follows (in millions):

*

The Company's maximum exposure under all retail note recourse provisions at October 31, 1999 and 1998 was $161 million and $181 million, respectively. In addition, the Company has guaranteed letters of credit on behalf of John Deere Credit Inc., the John Deere finance subsidiary in Canada, as part of two retail note sales. At October 31, 1999, the maximum exposure under these agreements was approximately $8 million.

**

On recreational product retail note sales, the Company continues to administer the portfolio outstanding for a fee until the servicing rights are assumed by their owner.

***

On February 1, 1999, the Company began servicing a receivable portfolio on behalf of FAF. These servicing rights were obtained in conjunction with the Company's acquisition of JDCL. (See Note 1 to the Consolidated Financial Statements).

    Retail notes bearing variable finance rates totaled 49 percent of the total retail note portfolio at October 31, 1999, compared with 45 percent at October 31, 1998.

    Total Receivable and Lease amounts 60 days or more past due were $30 million at October 31, 1999, compared with $25 million at October 31, 1998. These past due amounts represented .41 percent and .39 percent of the total Receivables and Leases held at those respective dates. The balance of retail notes held (principal plus accrued interest) with any installment 60 days or more past due was $54 million at both October 31, 1999 and 1998, respectively. The balances of retail notes held on which any installment was 60 days or more past due as a percentage of the ending retail notes receivable was 1.45 percent at October 31, 1999 and 1.42 percent at October 31, 1998. While past due amounts, as a percentage of total Receivables and Leases held, increased in 1999, these amounts compare favorably with historical levels. See Note 3 to the Consolidated Financial Statements for additional information on past dues.

    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 $123 million at October 31, 1999, compared to $156 million at October 31, 1998. During the second quarter of 1999, the U.S. John Deere agricultural dealer reserve program was modified to evaluate and adjust reserves outstanding quarterly rather than annually as under the previous program. In addition, the minimum required reserve for select dealers was adjusted from 3 percent to 2 percent of the aggregate balance outstanding on all installment contracts originated through that dealer. The Company's allowance for credit losses on all Receivables and Leases financed at October 31, 1999 totaled $84 million and represented 1.2 percent of the total Receivables and Leases financed, compared with $81 million and 1.2 percent, respectively, one year earlier. The Company's allowance for credit losses, as a percentage of total Receivables and Leases, remained relatively unchanged in 1999. The allowance is subject to an ongoing evaluation based on loss experience and related estimates to ensure the allowance for credit losses is maintained at an adequate level.

1998 Compared with 1997

    Consolidated net income for the fiscal year ended October 31, 1998 was $151 million compared with $136 million in 1997. Results for 1998 reflect higher income from a larger average Receivable and Lease portfolio financed and higher gains from the sales of retail notes, partially offset by higher operating expenses and narrower financing spreads. The ratio of earnings to fixed charges was 1.63 to 1 for 1998 compared with 1.64 to 1 for 1997.

    Revenues totaled $887 million in 1998 compared to $754 million in 1997. Revenues increased primarily due to an 11 percent increase in the average balance of Receivables and Leases financed. Finance income earned on retail notes totaled $431 million in 1998 compared to $417 million in 1997. Lease revenues increased $74 million, to $192 million in 1998, from $118 million in 1997. Finance income earned on wholesale notes increased $12 million, to $61 million in 1998, from $49 million earned in 1997. Increases in finance income earned on wholesale notes were primarily the result of the continued growth in the financing for inventories of construction, yacht and recreational vehicles.

    Revenues earned on revolving charge accounts amounted to $113 million in 1998, a 10 percent increase over revenues of $103 million earned during 1997. The increase was primarily due to growth of agricultural production loans in 1998 compared with 1997.

    The net gain on retail notes sold totaled $39 million during 1998 compared with $19 million for 1997. Securitization and servicing fee income totaled $28 million in 1998 compared with $30 million during 1997. Securitization and servicing fee income relates to retail notes sold to other financial institutions or limited-purpose business trusts and primarily included the interest earned on retained interests and reimbursed administrative expenses received.

    Higher average borrowings in 1998 resulted in higher interest expense, which totaled $368 million in 1998 compared with $327 million in 1997. Average borrowings were $5.875 billion in 1998 compared with $5.380 billion in 1997, an increase of 9 percent. The weighted average annual interest rate incurred on all interest-bearing borrowings during 1998 remained the same as 1997 at 6.1 percent.

    Administrative and operating expenses increased 9 percent from $107 million in 1997 to $117 million in 1998. These increases were attributable to the costs associated with administering a larger Receivable and Lease portfolio as well as higher employment costs relating to the increasing level of new acquisition volumes.

    The provision for credit losses was $46 million in 1998 and $33 million in 1997. Total write-offs of Receivables and Leases financed were $32 million during 1998 compared with $30 million in 1997. The increase in write-offs from 1997 primarily related to a $3.8 million increase in equipment retail note write-offs and a $1.1 million increase in unsecured lending write-offs, partially offset by a $1.3 million decrease in revolving charge account write-offs and a $1.7 million decrease in recreational product retail note write-offs.

Receivables and Leases Acquired and Held

    Acquisition volumes of Receivables and Leases by the Company during 1998 totaled $7.349 billion, an increase of 14 percent compared with volumes of $6.462 billion during 1997. The higher volumes in 1998 resulted mainly from increased volumes of leases, wholesale receivables, revolving charge accounts, and John Deere equipment retail notes. Receivables and Leases held by the Company at October 31, 1998 totaled $6.528 billion compared with $6.303 billion at October 31, 1997. For the 1998 and 1997 fiscal years, Receivable and Lease acquisition volumes and balances held were as follows (in millions of dollars):

    Retail note volumes increased by approximately $125 million in 1998 compared with 1997, primarily due to an increase in the volumes of lawn and grounds care equipment and construction equipment retail notes. Revolving charge accounts, leases and wholesale note volumes increased significantly in 1998, due to the higher demand for these products.

    Retail notes receivable decreased primarily due to the Company selling retail notes, receiving proceeds of $1.738 billion during 1998 compared to $837 million during 1997. This decrease was partially offset by retail note acquisition volumes exceeding collections during 1998.

    Receivables and Leases administered by the Company, which include retail notes sold, were as follows (in millions):

*

The Company's maximum exposure under all retail note recourse provisions at October 31, 1998 and 1997 was $181 million and $168 million, respectively.

    Retail notes bearing variable finance rates totaled 45 percent of the total retail note portfolio at October 31, 1998, compared with 50 percent at October 31, 1997.

    Total Receivable and Lease amounts 60 days or more past due were $25 million at October 31, 1998, compared with $22 million at October 31, 1997. These past-due amounts represented .39 percent and .35 percent of the total Receivables and Leases held at those respective dates. The balance of retail notes held (principal plus accrued interest) with any installment 60 days or more past due was $54 million at October 31, 1998 compared to $44 million at October 31, 1997. The balances of retail notes held on which any installment 60 days or more past due as a percentage of ending retail notes receivable was 1.42 percent at October 31, 1998 and 1.02 percent at October 31, 1997. While past due amounts, as a percentage of total Receivables and Leases held, increased in 1998, these amounts compare favorably with historical levels.

    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 $156 million at October 31, 1998, compared to $144 million at October 31, 1997. The Company's allowance for credit losses on all Receivables and Leases financed at October 31, 1998 totaled $81 million and represented 1.2 percent of the total Receivables and Leases financed, compared with $86 million and 1.4 percent, respectively, at October 31, 1997. The Company's allowance for credit losses, as a percentage of total Receivables and Leases, declined in 1998 due to an ongoing evaluation of loss experience and related estimates to ensure the allowance for credit losses is maintained at an adequate level.

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 and in private sales. 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. 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 these assets.

    The Company's business is somewhat seasonal, with overall acquisition volumes 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 six months of the fiscal year.

    The aggregate net cash provided by operating and financing activities was primarily used to increase Receivables and Leases. Net cash provided by operating activities was $341 million in 1999. Net cash used for investing activities totaled $225 million in 1999, primarily due to Receivable and Lease acquisitions exceeding collections by $2.582 billion, which was partially offset by the $2.281 billion of proceeds from the sale of receivables. Acquisitions of businesses totaled $59 million in the current year. Financing activities used $158 million during the same period, resulting from a $83 million net decrease in total borrowings and dividend payments totaling $75 million to John Deere Credit Company. Cash and cash equivalents decreased $42 million during 1999. See "Statements of Consolidated Cash Flows."

    Over the past three years, operating activities have provided $911 million in cash. In addition, the sale of receivables provided $4.855 billion and an increase in total net borrowings provided $552 million. These amounts were used mainly to fund Receivable and Lease acquisitions, which exceeded collections by $6.341 billion, and to pay $200 million in dividends.

    The Company is naturally exposed to various interest rate and foreign currency risks. As a result, the Company enters into derivative transactions to hedge certain of these exposures that arise in the normal course of business, and not for the purpose of creating speculative positions or trading. Similar to other large credit companies, the Company manages the relationship of the types and amounts of its funding sources to its Receivable and Lease portfolios in an effort to diminish risk due to interest rate fluctuations, while responding to favorable financing opportunities. Accordingly, from time to time, the Company enters into interest rate swap agreements to hedge its interest rate exposure in amounts corresponding to a portion of its borrowings. The credit and market risks under these interest rate and foreign currency agreements are not considered to be significant. See Note 13 to the Consolidated Financial Statements for further details.

    Total interest-bearing indebtedness amounted to $6.028 billion at October 31, 1999, compared with $5.516 billion at October 31, 1998, generally corresponding with the level of Receivables and Leases financed and the level of cash and cash equivalents. Total short-term indebtedness amounted to $3.526 billion at October 31, 1999 compared with $3.417 billion at October 31, 1998. Total long-term indebtedness amounted to $2.501 billion at October 31, 1999 and $2.099 billion at October 31, 1998. The ratio of total interest-bearing debt to stockholder's equity was 6.0 to 1 at both October 31, 1999 and 1998, respectively.

    The Company maintained unsecured lines of credit with various banks in North America and overseas. See Note 4 to the Consolidated Financial Statements.

    During 1999, the Capital Corporation issued $300 million of 6% notes due in 2009 and $300 million of 7% notes due in 2002, and retired $150 million of 9⁵/8% subordinated notes, $97 million of 5% Swiss franc bonds, $200 million of 6% notes and $200 million of 6.3% notes. The Capital Corporation's subsidiary, John Deere Credit Limited in Gloucester, England, also retired $99 million of long-term debt due in 1999. In 1999, the Capital Corporation also issued $1.682 billion and retired $1.031 billion of medium-term notes.

    The Capital Corporation paid cash dividends to John Deere Credit Company of $75 million in 1999 and $50 million in 1998. In each case, John Deere Credit Company paid a comparable dividend to Deere & Company. During the first quarter of 2000, the Capital Corporation declared and paid a dividend of $5 million to John Deere Credit Company which, in turn, paid a dividend of $5 million to Deere & Company.

Year 2000

    The Company has established a global program (the "Year 2000 Program") to address the inability of certain computer and infrastructure systems to process dates in the Year 2000 and later. The major assessment areas include information systems, mainframe and personal computers, software, the distributed network, facilities systems, the Company's products, and the readiness of the Company's suppliers and distribution network.

    No public infrastructure problems or any facilities related problems were encountered at the Company's locations during the rollover to the Year 2000. After extensive system verification and testing, the Company's systems are operating normally. The Company is not aware of any significant issues related to the Year 2000 problem. We are continuing to monitor the status of our critical suppliers and merchants in the days and weeks ahead to ensure there are no significant business interruptions.

    The total cost of the modifications and upgrades including internal costs has been approximately $6 million pretax since the beginning of 1997. The future costs for non-mission critical systems to become Year 2000 ready are expected to be less than $.5 million. These costs are expensed as incurred and do not include the cost of scheduled replacement software. Other major systems projects have not been deferred due to the Year 2000 compliance projects.

Safe Harbor Statement

    Statements under the "Outlook for John Deere" and "Year 2000" headings above, the "Supplemental Information (Unaudited)" on pages 38 and 39, and other statements herein that relate to future operating periods are subject to important risks and uncertainties that could cause actual results to differ materially. Further information, including factors that potentially could materially affect the Company's and John Deere's financial results, is included in the Deere & Company Form 10-K for the fiscal year ended October 31, 1999 filed with the Securities and Exchange Commission and filed with this report as Exhibit 99.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

    See the information under "Management's Discussion and Analysis" on page 13, the "Financial Instruments" note on page 36, and the supplementary data under "Sensitivity Analysis" on page 39.

Item 8. Financial Statements and Supplementary Data.

    See accompanying table of contents of financial statements.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

    None.

PART III

Item 10. Directors and Executive Officers of the Registrant.

    Omitted pursuant to instruction I(2).

Item 11. Executive Compensation.

    Omitted pursuant to instruction I(2).

Item 12. Security Ownership of Certain Beneficial Owners and Management.

    Omitted pursuant to instruction I(2).

Item 13. Certain Relationships and Related Transactions.

    Omitted pursuant to instruction I(2).

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

    (a) (1) Financial Statements

       (2) Financial Statement Schedules

         See the table of contents to financial statements and schedules immediately preceding the financial statements and schedules to consolidated financial statements.

       (3) Exhibits

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

    (b) Reports on Form 8-K

       Current Report on Form 8-K dated August 17, 1999 (Items 5 and 7).

SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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.

    Each person signing below also hereby appoints Hans W. Becherer, Jon D. Volkert and Michael A. Harring, and each of them singly, his or her lawful attorney-in-fact with full power to execute and file any and all amendments to this report together with exhibits thereto and generally to do all such things as such attorney-in-fact may deem appropriate to enable John Deere Capital Corporation to comply with the provisions of the Securities Exchange Act of 1934 and all requirements of the Securities and Exchange Commission.

Date: January 25, 2000

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

[LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

John Deere Capital Corporation:

    We have audited the accompanying consolidated balance sheets of John Deere Capital Corporation and subsidiaries as of October 31, 1999 and 1998 and the related statements of consolidated income and retained earnings and of consolidated cash flows for each of the three years in the period ended October 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of John Deere Capital Corporation and subsidiaries at October 31, 1999 and 1998 and the results of their operations and their cash flows for each of the three years in the period ended October 31, 1999 in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP
Chicago, Illinois

November 23, 1999

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