UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April 29, 2018~~January 27, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file no: 1-4121

DEERE & COMPANY

(Exact name of registrant as specified in its charter)


Delaware (State of incorporation)		36-2382580 (IRS employer identification no.)

One John Deere Place

Moline, Illinois 61265

(Address of principal executive offices)

Telephone Number: (309) 765-8000

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

Yes X No

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

Yes X No

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


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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Yes No X

At ~~April 29, 2018, 324,284,554~~January 27, 2019, 318,493,477 shares of common stock, $1 par value, of the registrant were outstanding.

PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS
DEERE & COMPANY
STATEMENT OF CONSOLIDATED INCOME
For the Three Months Ended April 29, 2018 and April 30, 2017
For the Three Months Ended January 27, 2019 and January 28, 2018
(In millions of dollars and shares except per share amounts) Unaudited
	2018		2017		2019		2018
Net Sales and Revenues
Net sales	$	9,747.0	$	7,259.8	$	6,940.9	$	5,973.9
Finance and interest income		753.9		665.0		814.9		722.9
Other income		219.1		362.2		227.8		216.7
Total		10,720.0		8,287.0		7,983.6		6,913.5

Costs and Expenses
Cost of sales		7,333.3		5,427.7		5,431.6		4,704.5
Research and development expenses		415.2		325.4		406.8		356.8
Selling, administrative and general expenses		939.2		783.6		763.7		705.0
Interest expense		303.7		226.9		353.0		286.3
Other operating expenses		344.9		354.1		351.3		343.0
Total		9,336.3		7,117.7		7,306.4		6,395.6

Income of Consolidated Group before Income Taxes		1,383.7		1,169.3		677.2		517.9
Provision for income taxes		177.1		365.8		184.1		1,057.5
Income of Consolidated Group		1,206.6		803.5
Income (Loss) of Consolidated Group						493.1		(539.6)
Equity in income of unconsolidated affiliates		3.1		4.8		6.5		4.9
Net Income		1,209.7		808.3
Less: Net income (loss) attributable to noncontrolling interests		1.4		(.2)
Net Income Attributable to Deere & Company	$	1,208.3	$	808.5
Net Income (Loss)						499.6		(534.7)
Less: Net income attributable to noncontrolling interests						1.1		.4
Net Income (Loss) Attributable to Deere & Company					$	498.5	$	(535.1)

Per Share Data
Basic	$	3.73	$	2.53	$	1.56	$	(1.66)
Diluted	$	3.67	$	2.50	$	1.54	$	(1.66)

Average Shares Outstanding
Basic		324.2		319.2		318.5		322.8
Diluted		329.2		323.0		322.7		322.8

See Condensed Notes to Interim Consolidated Financial Statements.


DEERE & COMPANY
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
For the Three Months Ended April 29, 2018 and April 30, 2017
For the Three Months Ended January 27, 2019 and January 28, 2018
(In millions of dollars) Unaudited
	2018		2017		2019		2018

Net Income	$	1,209.7	$	808.3
Net Income (Loss)					$	499.6	$	(534.7)

Other Comprehensive Income (Loss), Net of Income Taxes
Retirement benefits adjustment		118.9		33.6		19.6		46.3
Cumulative translation adjustment		1.6		16.7		(161.5)		223.3
Unrealized gain on derivatives		4.9
Unrealized gain (loss) on investments		(9.3)		58.7
Unrealized gain (loss) on derivatives						(8.4)		5.4
Unrealized gain (loss) on debt securities						7.9		(.2)
Other Comprehensive Income (Loss), Net of Income Taxes		116.1		109.0		(142.4)		274.8

Comprehensive Income of Consolidated Group		1,325.8		917.3
Less: Comprehensive income (loss) attributable to noncontrolling interests		1.7		(.2)
Comprehensive Income Attributable to Deere & Company	$	1,324.1	$	917.5
Comprehensive Income (Loss) of Consolidated Group						357.2		(259.9)
Less: Comprehensive income attributable to noncontrolling interests						1.1		.5
Comprehensive Income (Loss) Attributable to Deere & Company					$	356.1	$	(260.4)

See Condensed Notes to Interim Consolidated Financial Statements.

DEERE & COMPANY

STATEMENT OF CONSOLIDATED INCOME

For the Six Months Ended April 29, 2018 and April 30, 2017

(In millions of dollars and shares except per share amounts) Unaudited

2018

2017

Net Sales and Revenues

Net sales

$
15,721.0

$
11,957.7

Finance and interest income

1,476.8

1,320.5

Other income

435.7

634.0

Total

17,633.5

13,912.2

Costs and Expenses

Cost of sales

12,037.8

9,209.2

Research and development expenses

772.0

637.5

Selling, administrative and general expenses

1,644.3

1,451.0

Interest expense

590.0

434.9

Other operating expenses

687.8

682.3

Total

15,731.9

12,414.9

Income of Consolidated Group before Income Taxes

1,901.6

1,497.3

Provision for income taxes

1,234.7

495.1

Income of Consolidated Group

666.9

1,002.2

Equity in income of unconsolidated affiliates

8.0

4.5

Net Income

674.9

1,006.7

Less: Net income (loss) attributable to noncontrolling interests

1.7

(.8)

Net Income Attributable to Deere & Company

$
673.2

$
1,007.5

Per Share Data

Basic

$
2.08

$
3.17

Diluted

$
2.05

$
3.14

Average Shares Outstanding

Basic

323.4

317.9

Diluted

328.4

321.3


DEERE & COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions of dollars) Unaudited
	January 27		October 28		January 28
	2019		2018		2018
Assets
Cash and cash equivalents	$	3,625.7	$	3,904.0	$	3,915.1
Marketable securities		523.5		490.1		462.3
Receivables from unconsolidated affiliates		35.6		21.7		33.7
Trade accounts and notes receivable – net		5,497.4		5,004.3		4,684.6
Financing receivables – net		25,149.7		27,054.1		23,855.1
Financing receivables securitized – net		4,563.4		4,021.4		4,474.0
Other receivables		1,650.9		1,735.5		1,036.1
Equipment on operating leases – net		6,903.6		7,165.4		6,619.8
Inventories		7,401.9		6,148.9		6,614.2
Property and equipment – net		5,785.2		5,867.5		5,781.2
Investments in unconsolidated affiliates		211.7		207.3		194.0
Goodwill		3,047.6		3,100.7		3,111.8
Other intangible assets – net		1,507.5		1,562.4		1,659.5
Retirement benefits		1,348.2		1,298.3		580.3
Deferred income taxes		834.1		808.0		1,876.2
Other assets		1,832.2		1,718.4		1,679.6
Total Assets	$	69,918.2	$	70,108.0	$	66,577.5

Liabilities and Stockholders’ Equity

Liabilities
Short-term borrowings	$	10,737.5	$	11,061.4	$	9,743.5
Short-term securitization borrowings		4,464.0		3,957.3		4,428.3
Payables to unconsolidated affiliates		144.5		128.9		118.0
Accounts payable and accrued expenses		9,086.0		10,111.0		8,489.7
Deferred income taxes		525.4		555.8		590.2
Long-term borrowings		27,855.2		27,237.4		26,421.8
Retirement benefits and other liabilities		5,758.9		5,751.0		7,507.1
Total liabilities		58,571.5		58,802.8		57,298.6

Commitments and contingencies (Note 15)
Redeemable noncontrolling interest		14.0		14.0		14.0

Stockholders’ Equity
Common stock, $1 par value (issued shares at January 27, 2019 – 536,431,204)		4,511.5		4,474.2		4,374.0
Common stock in treasury		(16,422.1)		(16,311.8)		(15,404.3)
Retained earnings		27,816.3		27,553.0		24,571.9
Accumulated other comprehensive income (loss)		(4,577.9)		(4,427.6)		(4,289.0)
Total Deere & Company stockholders’ equity		11,327.8		11,287.8		9,252.6
Noncontrolling interests		4.9		3.4		12.3
Total stockholders’ equity		11,332.7		11,291.2		9,264.9
Total Liabilities and Stockholders’ Equity	$	69,918.2	$	70,108.0	$	66,577.5

See Condensed Notes to Interim Consolidated Financial Statements.

DEERE & COMPANY

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

For the Six Months Ended April 29, 2018 and April 30, 2017

(In millions of dollars) Unaudited

2018

2017

Net Income

$
674.9

$
1,006.7

Other Comprehensive Income (Loss), Net of Income Taxes

Retirement benefits adjustment

165.2

76.6

Cumulative translation adjustment

224.9

(1.0)

Unrealized gain on derivatives

10.3

2.0

Unrealized gain (loss) on investments

(9.5)

52.9

Other Comprehensive Income (Loss), Net of Income Taxes

390.9

130.5

Comprehensive Income of Consolidated Group

1,065.8

1,137.2

Less: Comprehensive income (loss) attributable to noncontrolling interests

2.1

(.8)

Comprehensive Income Attributable to Deere & Company

$
1,063.7

$
1,138.0


DEERE & COMPANY
STATEMENT OF CONSOLIDATED CASH FLOWS
For the Three Months Ended January 27, 2019 and January 28, 2018
(In millions of dollars) Unaudited
	2019		2018
Cash Flows from Operating Activities
Net income (loss)	$	499.6	$	(534.7)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Provision for credit losses		2.5		2.5
Provision for depreciation and amortization		503.3		463.2
Share-based compensation expense		20.3		16.7
Gain on sales of businesses				(13.2)
Undistributed earnings of unconsolidated affiliates		(7.3)		(6.6)
Provision (credit) for deferred income taxes		(55.7)		479.7
Changes in assets and liabilities:
Trade, notes, and financing receivables related to sales		(507.3)		(34.9)
Inventories		(1,395.9)		(1,238.8)
Accounts payable and accrued expenses		(697.5)		(915.1)
Accrued income taxes payable/receivable		97.9		425.1
Retirement benefits		(4.3)		65.6
Other		(106.3)		(5.5)
Net cash used for operating activities		(1,650.7)		(1,296.0)

Cash Flows from Investing Activities
Collections of receivables (excluding receivables related to sales)		5,496.4		5,226.1
Proceeds from maturities and sales of marketable securities		7.9		13.1
Proceeds from sales of equipment on operating leases		370.8		339.6
Proceeds from sales of businesses, net of cash sold				49.7
Cost of receivables acquired (excluding receivables related to sales)		(4,212.8)		(4,006.6)
Acquisitions of businesses, net of cash acquired				(5,129.7)
Purchases of marketable securities		(31.5)		(24.3)
Purchases of property and equipment		(297.4)		(176.3)
Cost of equipment on operating leases acquired		(361.4)		(365.7)
Other		(3.4)		(22.2)
Net cash provided by (used for) investing activities		968.6		(4,096.3)

Cash Flows from Financing Activities
Increase (decrease) in total short-term borrowings		476.3		(535.5)
Proceeds from long-term borrowings		2,211.1		2,262.1
Payments of long-term borrowings		(1,941.3)		(1,871.2)
Proceeds from issuance of common stock		51.1		143.0
Repurchases of common stock		(143.9)		(9.7)
Dividends paid		(220.3)		(193.0)
Other		(30.2)		(26.7)
Net cash provided by (used for) financing activities		402.8		(231.0)

Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash		(12.9)		198.6

Net Decrease in Cash, Cash Equivalents, and Restricted Cash		(292.2)		(5,424.7)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		4,015.3		9,466.8
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	3,723.1	$	4,042.1

See Condensed Notes to Interim Consolidated Financial Statements.

DEERE & COMPANY

CONDENSED CONSOLIDATED BALANCE SHEET

(In millions of dollars) Unaudited


April 29

October 29

April 30

2018

2017

2017

Assets

Cash and cash equivalents

$
4,201.4

$
9,334.9

$
4,525.8

Marketable securities

479.3

451.6

546.3

Receivables from unconsolidated affiliates

34.3

35.9

34.9

Trade accounts and notes receivable – net

6,511.1

3,924.9

4,482.3

Financing receivables – net

24,275.5

25,104.1

23,301.1

Financing receivables securitized – net

4,436.3

4,158.8

4,281.8

Other receivables

1,398.2

1,200.0

931.3

Equipment on operating leases – net

6,723.1

6,593.7

5,923.9

Inventories

6,888.9

3,904.1

4,114.8

Property and equipment – net

5,742.9

5,067.7

4,959.9

Investments in unconsolidated affiliates

202.1

182.5

215.7

Goodwill

3,188.7

1,033.3

806.2

Other intangible assets – net

1,692.2

218.0

90.8

Retirement benefits

617.9

538.2

176.2

Deferred income taxes

1,718.5

2,415.0

3,041.9

Other assets

1,762.6

1,623.6

1,535.9

Total Assets

$
69,873.0

$
65,786.3

$
58,968.8

Liabilities and Stockholders’ Equity

Liabilities

Short-term borrowings

$
10,894.6

$
10,035.3

$
7,963.6

Short-term securitization borrowings

4,401.1

4,118.7

4,224.6

Payables to unconsolidated affiliates

145.7

121.9

101.6

Accounts payable and accrued expenses

9,789.6

8,417.0

7,215.9

Deferred income taxes

562.7

209.7

169.0

Long-term borrowings

26,278.6

25,891.3

23,253.1

Retirement benefits and other liabilities

7,366.1

7,417.9

8,333.2

Total liabilities

59,438.4

56,211.8

51,261.0

Commitments and contingencies (Note 14)

Redeemable noncontrolling interest

14.6

14.0

14.0

Stockholders’ Equity

Common stock, $1 par value (issued shares at
April 29, 2018 – 536,431,204)

4,423.4

4,280.5

4,165.4

Common stock in treasury

(15,425.9)

(15,460.8)

(15,521.0)

Retained earnings

25,586.0

25,301.3

24,535.8

Accumulated other comprehensive income (loss)

(4,173.2)

(4,563.7)

(5,495.5)

Total Deere & Company stockholders’ equity

10,410.3

9,557.3

7,684.7

Noncontrolling interests

9.7

3.2

9.1

Total stockholders’ equity

10,420.0

9,560.5

7,693.8

Total Liabilities and Stockholders’ Equity

$
69,873.0

$
65,786.3

$
58,968.8


DEERE & COMPANY
STATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY
For the Three Months Ended January 27, 2019 and January 28, 2018
(In millions of dollars) Unaudited
			Total Stockholders’ Equity
			Deere & Company Stockholders
									Accumulated
	Total								Other				Redeemable
	Stockholders’		Common		Treasury		Retained		Comprehensive		Noncontrolling		Noncontrolling
	Equity		Stock		Stock		Earnings		Income (Loss)		Interests		Interest

Balance October 29, 2017	$	9,560.5	$	4,280.5	$	(15,460.8)	$	25,301.3	$	(4,563.7)	$	3.2	$	14.0
Net income (loss)		(534.7)						(535.1)				.4
Other comprehensive income		274.8								274.7		.1
Repurchases of common stock		(9.7)				(9.7)
Treasury shares reissued		66.2				66.2
Dividends declared		(194.3)						(194.3)
Acquisitions		8.7										8.7
Stock options and other		93.4		93.5								(.1)
Balance January 28, 2018	$	9,264.9	$	4,374.0	$	(15,404.3)	$	24,571.9	$	(4,289.0)	$	12.3	$	14.0


Balance October 28, 2018	$	11,291.2	$	4,474.2	$	(16,311.8)	$	27,553.0	$	(4,427.6)	$	3.4	$	14.0
ASU No. 2016-01 adoption*								7.9		(7.9)
Net income		499.5						498.5				1.0		.1
Other comprehensive loss		(142.4)								(142.4)
Repurchases of common stock		(143.9)				(143.9)
Treasury shares reissued		33.6				33.6
Dividends declared		(242.7)						(242.7)						(.1)
Stock options and other		37.4		37.3				(.4)				.5
Balance January 27, 2019	$	11,332.7	$	4,511.5	$	(16,422.1)	$	27,816.3	$	(4,577.9)	$	4.9	$	14.0
* See Note 3.

See Condensed Notes to Interim Consolidated Financial Statements.

DEERE & COMPANY

STATEMENT OF CONSOLIDATED CASH FLOWS

For the Six Months Ended April 29, 2018 and April 30, 2017

(In millions of dollars) Unaudited


2018

2017

Cash Flows from Operating Activities





Net income

$
674.9

$
1,006.7

Adjustments to reconcile net income to net cash used for operating activities:

Provision for credit losses

26.8

32.6

Provision for depreciation and amortization

950.8

843.1

Share-based compensation expense

39.8

32.3

Gain on sale of affiliates and investments

(13.2)

(281.4)

Undistributed earnings of unconsolidated affiliates

(4.5)

(3.1)

Provision (credit) for deferred income taxes

604.3

(100.4)

Changes in assets and liabilities:

Trade, notes and financing receivables related to sales

(2,094.1)

(989.5)

Inventories

(1,796.8)

(1,090.4)

Accounts payable and accrued expenses

306.9

103.6

Accrued income taxes payable/receivable

153.0

195.1

Retirement benefits

67.6

115.6

Other

(137.2)

(27.9)

Net cash used for operating activities

(1,221.7)

(163.7)

Cash Flows from Investing Activities

Collections of receivables (excluding receivables related to sales)

8,780.9

8,228.0

Proceeds from maturities and sales of marketable securities

23.8

41.3

Proceeds from sales of equipment on operating leases

748.6

786.4

Proceeds from sales of businesses and unconsolidated affiliates, net of cash sold

55.0

113.9

Cost of receivables acquired (excluding receivables related to sales)

(8,181.2)

(7,628.6)

Acquisitions of businesses, net of cash acquired

(5,171.1)

Purchases of marketable securities

(62.8)

(43.7)

Purchases of property and equipment

(352.2)

(253.0)

Cost of equipment on operating leases acquired

(926.5)

(925.1)

Other

(67.5)

(18.7)

Net cash provided by (used for) investing activities

(5,153.0)

300.5

Cash Flows from Financing Activities

Increase in total short-term borrowings

199.1

183.1

Proceeds from long-term borrowings

4,077.7

2,661.6

Payments of long-term borrowings

(2,888.7)

(2,742.2)

Proceeds from issuance of common stock

198.6

383.6

Repurchases of common stock

(60.6)

(6.2)

Dividends paid

(386.9)

(379.5)

Other

(43.9)

(39.7)

Net cash provided by financing activities

1,095.3

60.7

Effect of Exchange Rate Changes on Cash and Cash Equivalents

145.9

(7.5)

Net Increase (Decrease) in Cash and Cash Equivalents

(5,133.5)

190.0

Cash and Cash Equivalents at Beginning of Period

9,334.9

4,335.8

Cash and Cash Equivalents at End of Period

$
4,201.4

$
4,525.8

~~See Condensed Notes to Interim Consolidated Financial Statements.~~

DEERE & COMPANY

STATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY

For the Six Months Ended April 29, 2018 and April 30, 2017

(In millions of dollars) Unaudited

Total Stockholders’ Equity

Deere & Company Stockholders

Accumulated

Total

Other

Redeemable

Stockholders’

Common

Treasury

Retained

Comprehensive

Noncontrolling

Noncontrolling


Equity

Stock

Stock

Earnings

Income (Loss)

Interests


Interest

Balance October 30, 2016

$
6,530.8

$
3,911.8

$
(15,677.1)

$
23,911.3

$
(5,626.0)

$
10.8

$
14.0

Net income (loss)

1,006.7

1,007.5

(.8)

Other comprehensive income

130.5

130.5

Repurchases of common stock

(6.2)

(6.2)

Treasury shares reissued

162.3

162.3

Dividends declared

(383.6)

(382.9)

(.7)

Stock options and other

253.3

253.6

(.1)

(.2)

Balance April 30, 2017

$
7,693.8

$
4,165.4

$
(15,521.0)

$
24,535.8

$
(5,495.5)

$
9.1

$
14.0

Balance October 29, 2017

$
9,560.5

$
4,280.5

$
(15,460.8)

$
25,301.3

$
(4,563.7)

$
3.2

$
14.0

Net income

674.3

673.2

1.1

.6

Other comprehensive income

390.9

390.5

.4

Repurchases of common stock

(60.6)

(60.6)

Treasury shares reissued

95.5

95.5

Dividends declared

(392.2)

(389.5)

(2.7)

Acquisitions (Note 18)

7.5

7.5

Stock options and other

144.1

142.9

1.0

.2

Balance April 29, 2018

$
10,420.0

$
4,423.4

$
(15,425.9)

$
25,586.0

$
(4,173.2)

$
9.7

$
14.6

~~See Condensed Notes to Interim Consolidated Financial Statements.~~

Condensed Notes to Interim Consolidated Financial Statements (Unaudited)

(1) Organization and Consolidation

The information in the notes and related commentary are presented in a format which includes data grouped as follows:

Equipment Operations – Includes the Company’s agriculture and turf operations and construction and forestry operations with financial services reflected on the equity basis. On December 1, 2017, the Company acquired the stock and certain assets of substantially all of the business of Wirtgen Group Holding GmbH (Wirtgen). Wirtgen results are included in the construction and forestry operations (see Note 18).

Financial Services – Includes primarily the Company’s financing operations.

Consolidated – Represents the consolidation of the equipment operations and financial services. References to "Deere & Company" or "the Company" refer to the entire enterprise.

The Company uses a 52/53 week fiscal year with quarters ending on the last Sunday in the reporting period. The ~~second~~first quarter ends for fiscal year 2019 and 2018 were January 27, 2019 and ~~2017 were April 29,~~January 28, 2018, ~~and April 30, 2017,~~ respectively. Both periods contained 13 weeks.

Variable Interest Entities

The Company consolidates certain Variable Interest Entities (VIEs) related to retail note securitizations (see Note 12).

The Company also has an interest in a joint venture that manufactures construction equipment in Brazil for local and overseas markets. The joint venture is a VIE; however, the Company is not the primary beneficiary. Therefore, the entity’s financial results are not fully consolidated in the Company’s consolidated financial statements, but are included on an equity basis. The maximum exposure to losses at January 27, 2019 and October 28, 2018 in millions of dollars follows:


	January 27, 2019		October 28, 2018
Receivables from unconsolidated affiliates	$	2	$	2
Loan guarantee		25		25
Total	$	27	$	27

(2) Summary of Significant Accounting Policies and Cash Flow Information

The interim consolidated financial statements of Deere & Company have been prepared by the Company, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. It is suggested that these interim consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto appearing in the Company’s latest annual report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.

Cash Flow Information

All cash flows from the changes in trade accounts and notes receivable are classified as operating activities in the statement of consolidated cash flows as these receivables arise from sales to the Company’s customers. Cash flows from financing receivables that are related to sales to the Company’s customers are also included in operating activities. The remaining financing receivables are related to the financing of equipment sold by independent dealers and are included in investing activities.

The Company had the following non-cash operating and investing activities that were not included in the statement of consolidated cash flows. The Company transferred inventory to equipment on operating leases of approximately ~~$357~~$106 million and ~~$319~~$139 million in the first ~~six~~three months of 2019 and 2018, ~~and 2017,~~ respectively.

The Company also had accounts payable related to purchases of property and equipment of approximately ~~$42~~$33 million and ~~$32~~$27 million at ~~April 29,~~January 27, 2019 and January 28, 2018, respectively.

The Company’s equipment operations held restricted cash of $10 million, $7 million, $7 million, and $6 million at January 27, 2019, October 28, 2018, January 28, 2018, and ~~April 30,~~October 29, 2017, respectively. The equipment operation’s restricted cash relates to miscellaneous operational activities. The Company’s financial services operations held restricted cash of $87 million, $104 million, $120 million, and $126 million at January 27, 2019, October 28, 2018, January 28, 2018, and October 29, 2017, respectively. The financial services operations’ restricted cash primarily relates to securitization of financing receivables (see Note 12). The restricted cash is recorded in other assets in the consolidated balance sheet.

(3) New ~~accounting standards adopted are as follows:~~Accounting Standards

New Accounting Standards Adopted

In the first quarter of ~~2018,~~2019, the Company ~~early~~ adopted Financial Accounting Standards Board (FASB) Accounting ~~Standard~~Standards Update (ASU) No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends Accounting Standards Codification (ASC) 715, Compensation – Retirement Benefits. This ASU required that employers report only the service cost component of the total defined benefit pension and postretirement benefit cost in the same income statement lines as compensation for the participating employees. The other components of these benefit costs are reported outside of operating profit in the income statement line other operating expenses. The ASU was adopted on a retrospective basis that increased operating profit in the second quarter and first six months of 2018 by $4 million and $12 million, respectively, and second quarter and first six months of 2017 by $7 million and $14 million, respectively. The income statement line changes for the second quarter and first six months of 2017 were cost of sales decreased $17 million and $32 million, research and development expenses increased $1 million and $2 million, selling, administrative and general expenses increased $9

million and $16 million, and other operating expenses increased $7 million and $14 million, respectively. In addition, only the service cost component of the benefit costs is eligible for capitalization, which was adopted beginning the first quarter of 2018.

In the third quarter of 2017, the Company early adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation. This ASU changes the treatment of share based payment transactions by recognizing the impact of excess tax benefits or deficiencies related to exercised or vested awards in income tax expense in the period of exercise or vesting, instead of common stock. As required, this change was reflected for all periods in fiscal year 2017. Net income increased in the second quarter and first six months of fiscal year 2017 by approximately $6 million and $11 million, respectively. The ASU also modified the presentation of excess tax benefits in the statement of consolidated cash flows by including that amount with other income tax cash flows as an operating activity and no longer presented separately as a financing activity. This change was recognized through a retrospective application that increased net cash flow provided by operating activities by approximately $11 million for the first six months of fiscal year 2017. The ASU also requires that cash paid by an employer when directly withholding shares for tax withholding purposes should be presented as a financing activity in the statement of consolidated cash flows, which is the Company’s existing presentation. The Company will continue to recognize the impact of share-based payment award forfeitures as the forfeitures occur.

In the first quarter of 2018, the Company adopted ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting, which amends ASC 323, Investments – Equity Method and Joint Ventures, which did not have a material effect on the Company’s consolidated financial statements.

In March 2018, the FASB issued ASU No. 2018-05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, which amends ASC 740, Income Taxes. In December 2017, the U.S. government enacted new tax legislation (tax reform). This ASU incorporates SEC Staff Accounting Bulletin No. 118, which was also issued in December 2017, into the ASC. The ASU provides guidance on when to record and disclose provisional amounts related to tax reform. In addition, the ASU allows for a measurement period up to one year after the enactment date of tax reform to complete the related accounting requirements and was effective when issued. The Company will complete the adjustments related to tax reform within the allowed period. The effects of tax reform on the Company’s consolidated financial statements are outlined in Note 8.

~~New accounting standards to be adopted are as follows:~~

~~In May 2014, the FASB issued ASU~~ No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ~~ASC~~Accounting Standards Codification (ASC) 605, Revenue Recognition. ~~This~~The ASU was adopted using a modified retrospective approach to all incomplete contracts as of the adoption date. The ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five step model is used to determine the amount and timing of revenue recognized. The ASU also requires ~~additional disclosure about the nature, amount, timing,~~expanded disclosures to include disaggregated revenue by geographic regions and uncertainty of revenue. The FASB issued several amendments clarifying various aspects of the ASU, including revenue transactions that involve a third party, goods or services that are immaterial in the context of the contract, and licensing arrangements. The Company will adopt the ASU effective the first quarter of fiscal year 2019 using a modified retrospective method. The Company’s evaluation of the ASU is largely complete, with the exception of the Wirtgen acquisition (see Note 18). major product lines.

The ASU ~~requires~~required that a gross asset and liability rather than a net liability be recorded for the value of estimated service parts returns and the related refund liability. The gross asset ~~will be~~is recorded in other assets for the inventory value of estimated parts returns and the gross liability ~~will be~~is recorded in accounts payable and accrued ~~expenses. In addition, certain revenue disclosures will be expanded. At this point of~~expenses for the ~~evaluation,~~estimated dealer refund. The table below reflects the ~~Company has not identified an item that will have a material effect on~~change for the ~~Company’s consolidated financial statements. The Company continues to evaluate~~estimated parts returns in the ~~ASU’s potential effects~~affected lines on the consolidated ~~financial statements.~~balance sheet in millions of dollars.


	October 28, 2018		Cumulative Effect from Adoption		October 29, 2018
Assets
Other assets	$	1,718	$	110	$	1,828
Liabilities
Accounts payable and accrued expenses	$	10,111	$	110	$	10,221

There were no significant changes affecting the timing of revenue recognition from the adoption. The Company’s updated revenue policies and additional disclosures are included in Note 4.

In ~~January 2016,~~ the ~~FASB issued~~first quarter of 2019, the Company adopted ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which amends ASC 825-10, Financial Instruments -– Overall. This ASU ~~changes~~changed the treatment for ~~available-for-sale~~available for sale equity investments by recognizing unrealized fair value changes directly in net income and no longer in ~~Other Comprehensive Income~~other comprehensive income (OCI). The ~~effective date will be~~cumulative effect of adoption resulted in an $8 million after-tax reclassification from OCI to retained earnings.

In the first quarter of ~~fiscal year 2019. Early adoption of the provisions affecting~~2019, the Company ~~is not permitted.~~adopted ASU No. 2016-18, Restricted Cash, which amends ASC 230, Statement of Cash Flows. The ASU ~~will~~requires that restricted cash be included with cash and cash equivalents in the statement of cash flows. The ASU was adopted ~~with~~using a ~~cumulative-effect adjustment~~retrospective transition approach resulting in an update to the ~~balance sheet in~~2018 consolidated and supplemental consolidating statement of cash flows (see Note 2). The ASU did not have a material effect on the ~~year~~Company’s consolidated financial statements.

In the first quarter of ~~adoption.~~2019, the Company early adopted ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities, which amends ASC 815, Derivatives and Hedging. The purpose of this ASU is to better align a company’s risk management activities and financial reporting for hedging relationships, simplify the hedge accounting requirements, and improve the disclosures of hedging arrangements. The adoption did not have a material effect on the Company’s consolidated financial statements (see Note 17). The Company ~~is evaluating~~continues to evaluate potential additional hedge accounting relationships provided by the ~~potential effects on the consolidated financial statements.~~new standard to further improve risk management.

108

The Company also adopted the following standards in the first quarter of 2019, none of which had a material effect on the Company’s consolidated financial statements:

Accounting Standards Updates


2016-15	Classification of Certain Cash Receipts and Cash Payments, which amends ASC 230, Statement of Cash Flows
2016-16	Intra-Entity Transfers of Assets Other Than Inventory, which amends ASC 740, Income Taxes
2017-01	Clarifying the Definition of a Business, which amends ASC 805, Business Combinations
2017-09	Scope of Modification Accounting, which amends ASC 718, Compensation - Stock Compensation
2018-13	Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820, Fair Value Measurement
2018-14	Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, which amends ASC 715-20, Compensation - Retirement Benefits - Defined Benefit Plans - General
2018-16	Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which amends ASC 815, Derivatives and Hedging

New Accounting Standards to be Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. The ASU’s primary change is the requirement for lessee entities to recognize a lease liability for payments and a right of use asset during the term of operating lease arrangements. The ASU does not significantly change the lessee’s recognition, measurement, and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. ~~The ASU currently requires that lessees and lessors use a modified retrospective transition approach.~~ In ~~January~~July 2018, the FASB issued ~~an exposure draft~~ASU No. 2018-10, Codification Improvements to ~~provide for~~Topic 842, Leases and ASU No. 2018-11, Leases: Targeted Improvements. Both ASUs amend ASC 842, Leases. The provisions impacting the Company in these ASUs are an ~~adoption~~ option that ~~would~~will not require earlier periods to be restated at the adoption ~~date.~~date and an option for lessors, if certain criteria are met, to avoid separating the lease and nonlease components (such as preventative maintenance services) in an agreement. In December 2018, the FASB issued ASU No. 2018-20, Narrow-Scope Improvements for Lessors. This ASU provides an election for lessors to exclude sales and related taxes from consideration in the contract, requires lessors to exclude from revenue and expense lessor costs paid directly to a third party by lessees, and clarifies lessors’ accounting for variable payments related to both lease and nonlease components. The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. The Company is evaluating the potential ~~adoption options and the~~ effects on the consolidated financial ~~statements.~~statements and plans to adopt the ASU using the modified-retrospective approach that will not require earlier periods to be restated.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which establishes ASC 326, Financial Instruments - Credit Losses. The ASU revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. The ASU affects trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. This ASU clarifies that receivables from operating leases are accounted for using the lease guidance and not as financial instruments. The effective date will be the first quarter of fiscal year 2021, with early adoption permitted beginning in fiscal year 2020. The ASU will be adopted using a modified-retrospective approach. The Company is evaluating the potential effects on the ~~consolidated financial statements.~~

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which amends ASC 230, Statement of Cash Flows. This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The effective date will be the first quarter of fiscal year 2019, with early adoption permitted. The ASU will be adopted using a retrospective transition approach. The adoption will not have a material effect on the Company’s consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which amends ASC 740, Income Taxes. This ASU requires that the income tax consequences of an intra-entity asset transfer other than inventory are recognized at the time of the transfer. The effective date will be the first quarter of fiscal year 2019. The ASU will be adopted using a modified-retrospective transition approach. The adoption will not have a material effect on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which amends ASC 230, Statement of Cash Flows. This ASU requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents, and restricted cash or restricted cash equivalents. The effective date will be the first quarter of fiscal year 2019, with early adoption permitted, and will be adopted using a retrospective transition approach. The adoption will not have a material effect on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which amends ASC 805, Business Combinations. This ASU provides further guidance on the definition of a business to determine whether transactions should be accounted for as acquisitions of assets or businesses. The effective date will be the first quarter of fiscal year 2019, with early adoption permitted in certain cases. The ASU will be adopted on a prospective basis and will not have a material effect on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-08, Premium Amortization on Purchased Callable Debt Securities, which amends ASC 310-20, Receivables – Nonrefundable Fees and Other Costs. This ASU reduces the amortization period for certain callable debt securities held at a premium to the earliest call date. The treatment of securities held at a discount is unchanged. The effective date is the first quarter of fiscal year ~~2020, with early adoption permitted.~~2020. The adoption will not have a material effect on the Company’s consolidated financial statements.

In ~~May 2017,~~June 2018, the FASB issued ASU No. ~~2017-09, Scope of Modification~~2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation. ~~This~~The ASU provides guidance about which changes to the terms of a share-based payment award should be accounted for as a modification. A change to an award should be accounted for as a modification unless the fair valuerequires that most of the ~~modified award~~guidance related to stock compensation granted to employees be followed for non-employees, including

the measurement date, valuation approach, and performance conditions. The expense is recognized in the same period as though cash were paid for the ~~original award, the vesting conditions do not change, and the classification as an equity~~good or ~~liability instrument does not change. The ASU will be adopted on a prospective basis.~~service. The effective date is the first quarter of fiscal year 2020, with early adoption permitted, including in interim periods. The ASU will be adopted using a modified-retrospective transition approach. The adoption will not have a material effect on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which amends ASC 350-40, Intangibles – Goodwill and Other – Internal-Use Software. This ASU requires customers in a hosting arrangement that is a service contract to evaluate the implementation costs of the hosting arrangement using the guidance to develop internal-use software. The project development stage determines the implementation costs that are capitalized or expensed. Capitalized implementation costs are amortized over the term of the service arrangement and are presented in the same income statement line item as the service contract costs. The effective date will be the first quarter of fiscal year 2021, with early adoption permitted. The Company will adopt the ASU on a prospective basis. The Company is evaluating the potential effects on the Company’s consolidated financial statements.

(4)Revenue Recognition

Sales of equipment and service parts. Sales of equipment and service parts are recognized when each of the following criteria are met: (1) the Company and an independent customer approve a contract with commercial substance, (2) the sales price is determinable and collectability of the payments are probable based on the terms outlined in the contract, and (3) control of the goods has transferred to the customer. Transfer of control generally occurs for equipment and service parts when the good is delivered as specified in the contract and the risks and rewards of ownership are transferred. In the U.S. and most international locations, this transfer occurs primarily when goods are shipped. In Canada and some other international locations, certain goods are shipped to dealers on a consignment basis under which the risks and rewards of ownership are not transferred to the dealer at the time the goods are shipped. Accordingly, in these locations, sales are not recorded until a retail customer has purchased the goods. Generally, no right of return exists on sales of equipment.

In select instances, equipment is transferred to a customer or a financial institution with an obligation to repurchase the equipment for a specified amount, which is exercisable at the customer’s option. When the equipment is expected to be repurchased, those arrangements are accounted for as leases. When the operating lease criteria are met, no sale is recorded at the time of the equipment transfer and the difference between sale price and the specified repurchase amount is recognized as revenue on a straight-line basis until the customer’s option expires. When this equipment is not expected to be repurchased, a sale is recorded with a return obligation.

Under the terms of sales agreements with dealers, interest-free periods are determined based on the type of equipment sold and the time of year of the sale. These periods range from one to twelve months for most equipment. Interest-free periods may not be extended. Interest is primarily charged to dealers on outstanding balances, from the earlier of the date when goods are sold to retail customers by the dealer or the expiration of certain interest-free periods granted at the time of the sale to the dealer, until payment is received by the Company. Interest charged may not be forgiven and the past due interest rates exceed market rates. Dealers cannot cancel purchases after the equipment is shipped and are responsible for payment even if the equipment is not sold to retail customers. If the interest-free or below market interest rate period exceeds one year, the Company adjusts the expected sales revenue for the effects of the time value of money using a current market interest rate. The revenue related to the financing component is recognized in finance and interest income using the interest method. The Company elected to not adjust the sales price to account for a financing component if the expected interest-free or below market period is one year or less.

Service parts and certain attachments returns are estimable and accrued at the time a sale is recognized. The estimated parts returns are recorded in other assets for the inventory value of estimated part returns, adjusted for restocking fees. The estimated dealer refund liability, adjusted for restocking fees, is recorded in accounts payable and accrued expenses. The estimated returns are based on historical return rates, current dealer inventory levels, and current economic conditions.

Sales incentives. In certain markets, the Company provides sales incentives to dealers. These incentives may be based on a dealer’s purchase volume, or on retail sales incentive programs for allowances and financing programs that will be due when the dealer sells the equipment to a retail customer. At the time of the sale to a dealer, the Company records an estimated cost of these programs as a reduction to the sales price. The

estimated cost is based on historical data, field inventory levels, and retail sales volumes. The final cost of these programs is determined at the end of the measurement period for volume based incentives or when the dealer sells the equipment to a retail customer. Actual cost differences from the original cost estimate are recognized in net sales.

Product warranties. For most equipment and parts sales, the Company provides a standard warranty to provide assurance that the equipment will function as intended for a specified period. At the time a sale is recognized, the estimated future warranty costs are recorded. The Company generally determines its total warranty liability by applying historical warranty claims rate experience to the estimated amount of equipment that has been sold and is still under warranty based on dealer inventories and retail sales. The historical claims rate is primarily determined by a review of five-year claims costs with consideration of current quality developments. The Company also offers extended warranty arrangements for purchase at the customer’s option. The premiums for extended warranties are recognized in other income in the statement of consolidated income primarily in proportion to the costs expected to be incurred over the contract period. The unamortized extended warranty premiums (deferred revenue) are recorded in accounts payable and accrued expenses in the consolidated balance sheet.

Remanufactured components and parts. The Company remanufactures used engines and components (cores) that are sold to dealers and end customers for maintenance and repair parts. Revenue for remanufactured components is recognized using the same criteria as other parts sales. When a remanufactured part is sold, the Company collects a deposit that is repaid if the customer returns a core that meets certain specifications within a defined time period. The deposit received from the customer is recognized as a liability in accounts payable and accrued expenses and the used component that is expected to be returned is recognized in other assets in the consolidated balance sheet. When a customer returns a core, the deposit is repaid, the liability reversed, and the returned core is recorded in inventory to be remanufactured and sold to another customer. If a core is not returned within the required time as estimated, the deposit is recognized as revenue in net sales, and the estimated core return is recorded as an expense in cost of sales in the statement of consolidated income.

Precision guidance, telematics, and other information enabled solutions. Certain equipment is sold with precision guidance, telematics, and other information gathering and analyzing capabilities. The solutions require hardware, software, and include an obligation to provide telematic services for a specific period of time. These solutions are generally bundled with the sale of the equipment and can also be purchased or renewed separately. The revenue related to the hardware and embedded software is generally recognized at the time of the equipment sale and recorded in net sales in the consolidated statement of income. The revenue for the future services is generally deferred and recognized over the service period. The deferred revenue is recorded as a contract liability in accounts payable and accrued expenses in the consolidated balance sheet and is recognized in other income with the associated expenses recognized in other operating expenses in the statement of consolidated income.

Allowance for credit losses. The Company also records an allowance for credit losses related to the receivables from sales (trade receivables and certain financing receivables) in selling, administrative and general expenses. The allowance represents an estimate of the losses inherent in the receivable portfolio. The allowance is based on many quantitative and qualitative factors. The adequacy of the allowance is reviewed quarterly.

Sales and transaction taxes. The Company collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with revenue producing transactions between the Company and its customers. These taxes include sales, use, value-added, and some excise taxes. The Company elected to exclude these taxes from the determination of sales price (excluded from revenues).

Shipping and handling costs. Shipping and handling costs related to the sales of the Company’s equipment after a customer obtains control of the equipment are accrued at the time of the sale in cost of sales.

Contract costs. The Company elected to recognize the incremental costs of obtaining a contract as an expense when incurred because the asset’s amortization period would be one year or less.

In the first quarter of 2019, ~~with early adoption permitted. The adoption will not have a material effect on~~ the Company’s ~~consolidated financial statements.~~revenue by primary geographical market, major product line, and timing of revenue recognition in millions of dollars follow:


	Agriculture and Turf		Construction and Forestry		Financial Services		Total
Primary geographical markets:
United States	$	2,628	$	1,163	$	575	$	4,366
Canada		172		248		157		577
Western Europe		848		337		20		1,205
Central Europe and CIS		148		171		9		328
Latin America		548		150		64		762
Asia, Africa, Australia, New Zealand, and Middle East		453		263		30		746
Total	$	4,797	$	2,332	$	855	$	7,984

Major product lines:
Large Agriculture	$	2,167					$	2,167
Small Agriculture		1,808						1,808
Turf		506						506
Construction			$	1,009				1,009
Compact Construction				265				265
Road Building				598				598
Forestry				352				352
Financial Products		20		6	$	855		881
Other		296		102				398
Total	$	4,797	$	2,332	$	855	$	7,984

Timing of revenue recognition:
Revenue recognized at a point in time	$	4,755	$	2,313			$	7,068
Revenue recognized over time		42		19	$	855		916
Total	$	4,797	$	2,332	$	855	$	7,984

~~In August 2017,~~Following is a description of the ~~FASB issued ASU No. 2017-12, Targeted Improvements~~Company’s major product lines:

Large Agriculture – Includes net sales of tractors with more than approximately 200 horsepower and associated attachments, combines, cotton pickers, cotton strippers, self-propelled forage harvesters and related attachments, and sugarcane harvesters, harvesting front-end equipment, sugarcane loaders and pull behind scrapers, tillage, seeding, and application equipment, including sprayers, nutrient management and soil preparation machinery, and related service parts.

Small Agriculture – Includes net sales of medium and utility tractors with less than approximately 200 horsepower, hay and forage equipment, balers, mowers, and related service parts.

Turf – Includes net sales of turf and utility equipment, including riding lawn equipment and walk-behind mowers, golf course equipment, utility vehicles, and commercial mowing equipment, along with a broad line of associated implements, other outdoor power products, and related service parts.

Construction – Includes net sales of a broad range of machines used in construction, earthmoving, and material handling, including backhoe loaders, crawler dozers and loaders, four-wheel-drive loaders, excavators, motor graders, articulated dump trucks, related attachments, and related service parts.

Compact Construction – Includes net sales of smaller construction equipment, including compact excavators, compact track loaders, compact wheel loaders, skid steers, landscape loaders, related attachments, and related service parts.

Road Building – Includes net sales of equipment used in road building and renovation, including milling machines, recyclers, slipform pavers, surface miners, asphalt pavers, compactors, tandem and static rollers mobile crushers and screens, mobile and stationary asphalt plants, related attachments, and related service parts.

Forestry – Includes net sales of equipment used in timber harvesting, including log skidders, feller bunchers, log loaders, log forwarders, log harvesters, and related logging attachments, and related service parts.

Financial Products – Includes finance and interest income primarily from retail notes related to ~~Accounting for Hedging Activities, which amends ASC 815, Derivatives~~sales of John Deere equipment to end customers, wholesale financing to dealers of John Deere equipment, and ~~Hedging. The purpose~~revolving charge accounts; lease income from retail leases of ~~this ASU is~~John Deere equipment; and revenue from extended warranties.

Other – Includes sales of certain components to ~~better align a company’s risk management activities~~other equipment manufacturers, revenue earned over time from precision guidance, telematics, and ~~financial reporting for hedging relationships, simplify the hedge accounting requirements,~~other information enabled solutions, revenue from service performed at Company owned dealerships and ~~improve the disclosures~~service centers, gains on disposition of ~~hedging arrangements. The effective date is fiscal year 2020, with early adoption permitted.~~ property and businesses, trademark licensing revenue, and other miscellaneous revenue items.

The Company ~~is evaluating~~invoices in advance of recognizing the ~~potential effects on~~sale of certain products and the revenue for certain services. These items are primarily for premiums for extended warranties, advance payments for future equipment sales, and subscription and service revenue related to precision guidance and telematic services. These advanced customer payments are presented as deferred revenue, a contract liability, in accounts payable and accrued expenses in the consolidated ~~financial statements.~~

In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which amends ASC 220, Income Statement – Reporting Comprehensive Income. Included in the provisions of tax reform is a reduction of the corporate income tax rate from 35 percent to 21 percent. Accounting principles generally accepted in the U.S. require that deferred taxes are remeasured to the new corporate tax rate in the period legislation is enacted.balance sheet. The deferred ~~tax adjustment~~revenue received, but not recognized in revenue, including extended warranty premiums also shown in Note 15, was $956 million and $915 million at January 27, 2019 and October 28, 2018, respectively. The contract liability is reduced as the revenue is recognized. During the three months ended January 27, 2019, $156 million of revenue was recognized from deferred revenue that was recorded in the provision for income taxes, including items for which the tax effects were originally recorded in OCI. This treatment results in the items in OCI not reflecting the appropriate tax rate, which are referred to as ~~stranded tax effects. This ASU allows~~ a reclassification from accumulated OCI to retained earnings for stranded tax effects resulting from tax reform. The effective date is fiscal year 2020, with early adoption permitted, including in interim periods. The ASU can be adoptedcontract liability at the beginning of ~~an interim or annual period or retrospectively to each period affected by tax reform.~~ 2019.

The Company entered into contracts with customers to deliver equipment and services that have not been recognized at January 27, 2019 because the equipment or services have not been provided. These contracts primarily relate to extended warranty and certain precision guidance and telematic services. The amount of unsatisfied performance obligations for contracts with an original duration greater than one year is ~~evaluating~~$759 million at January 27, 2019. The estimated revenue to be recognized by fiscal year follows in millions of dollars: remainder of 2019 - $240, 2020 - $223, 2021 - $145, 2022 - $84, 2023 - $45, and later years - $22. As permitted, the ~~potential effects~~Company elected only to disclose unsatisfied performance obligations with an original contract duration greater than one year. The contracts with an expected duration of ~~the ASU on the consolidated financial statements.~~one year or less are generally for sales to dealers and end customers for equipment, service parts, repair services, and certain telematics services.

~~(4)~~(5) Other Comprehensive Income Items

The after-tax changes in accumulated other comprehensive income (loss) in millions of dollars follow:


									Total										Total
					Unrealized		Unrealized		Accumulated						Unrealized		Unrealized		Accumulated
	Retirement		Cumulative		Gain (Loss)		Gain (Loss)		Other		Retirement		Cumulative		Gain (Loss)		Gain (Loss)		Other
	Benefits		Translation		on		on		Comprehensive		Benefits		Translation		on		on		Comprehensive
	Adjustment		Adjustment		Derivatives		Investments		Income (Loss)		Adjustment		Adjustment		Derivatives		Debt Securities		Income (Loss)
Balance October 30, 2016	$	(4,409)	$	(1,229)	$	1	$	11	$	(5,626)
Other comprehensive income (loss) items before reclassification		(13)		(1)				165		151
Amounts reclassified from accumulated other comprehensive income		89				2		(112)		(21)
Net current period other comprehensive income (loss)		76		(1)		2		53		130
Balance April 30, 2017	$	(4,333)	$	(1,230)	$	3	$	64	$	(5,496)

Balance October 29, 2017	$	(3,580)	$	(999)	$	5	$	10	$	(4,564)	$	(3,580)	$	(999)	$	5	$	10	$	(4,564)
Other comprehensive income (loss) items before reclassification		81		225		11		(9)		308		5		224		5				234
Amounts reclassified from accumulated other comprehensive income		84				(1)				83		41								41
Net current period other comprehensive income (loss)		165		225		10		(9)		391		46		224		5				275
Balance April 29, 2018	$	(3,415)	$	(774)	$	15	$	1	$	(4,173)
Balance January 28, 2018											$	(3,534)	$	(775)	$	10	$	10	$	(4,289)

Balance October 28, 2018											$	(3,237)	$	(1,204)	$	15	$	(2)	$	(4,428)
ASU No. 2016-01 adoption*																		(8)		(8)
Other comprehensive income (loss) items before reclassification												1		(161)		(7)		8		(159)
Amounts reclassified from accumulated other comprehensive income												19				(2)				17
Net current period other comprehensive income (loss)												20		(161)		(9)		8		(142)
Balance January 27, 2019											$	(3,217)	$	(1,365)	$	6	$	(2)	$	(4,578)
* See Note 3.

1213

Following are amounts recorded in and reclassifications out of other comprehensive income (loss), and the income tax effects, in millions of dollars:


	Before		Tax		After		Before		Tax		After
	Tax		(Expense)		Tax		Tax		(Expense)		Tax
Three Months Ended April 29, 2018	Amount		Credit		Amount
Three Months Ended January 27, 2019							Amount		Credit		Amount
Cumulative translation adjustment			$	1	$	1	$	(161)			$	(161)
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)	$	7		(1)		6		(9)	$	2		(7)
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		(1)				(1)		(2)				(2)
Net unrealized gain (loss) on derivatives		6		(1)		5		(11)		2		(9)
Unrealized gain (loss) on investments:
Unrealized gain (loss) on debt securities:
Unrealized holding gain (loss)		(11)		2		(9)		10		(2)		8
Reclassification of realized (gain) loss – Other income		(1)		1
Net unrealized gain (loss) on investments		(12)		3		(9)
Net unrealized gain (loss) on debt securities								10		(2)		8
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		39		(9)		30		1				1
Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *
Actuarial (gain) loss		54		(14)		40		35		(8)		27
Prior service (credit) cost		3		(1)		2		3		(1)		2
Settlements/curtailments		6		(2)		4
Health care and life insurance
Net actuarial gain (loss)		60		(14)		46
OPEB
Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *
Actuarial (gain) loss		15		(4)		11		5		(1)		4
Prior service (credit) cost		(19)		5		(14)		(18)		4		(14)
Net unrealized gain (loss) on retirement benefits adjustments		158		(39)		119
Net unrealized gain (loss) on retirement benefits adjustment								26		(6)		20
Total other comprehensive income (loss)	$	152	$	(36)	$	116	$	(136)	$	(6)	$	(142)

* These accumulated other comprehensive income amounts are ~~components of~~included in net periodic pension and ~~postretirement~~OPEB costs. See Note ~~7 for additional detail.~~

Before

Tax

After

Tax

(Expense)

Tax

Six Months Ended April 29, 2018

Amount

Credit

Amount

Cumulative translation adjustment

$
225

$
225

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

15

$
(4)

11

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

(1)

(1)

Net unrealized gain (loss) on derivatives

14

(4)

10

Unrealized gain (loss) on investments:

Unrealized holding gain (loss)

(11)

2

(9)

Reclassification of realized (gain) loss – Other income

(1)

1

Net unrealized gain (loss) on investments

(12)

3

(9)

Retirement benefits adjustment:

Pensions

Net actuarial gain (loss)

46

(11)

35

Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *

Actuarial (gain) loss

115

(34)

81

Prior service (credit) cost

6

(2)

4

Settlements/curtailments

6

(2)

4

Health care and life insurance

Net actuarial gain (loss)

60

(14)

46

Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *

Actuarial (gain) loss

31

(9)

22

Prior service (credit) cost

(38)

11

(27)

Net unrealized gain (loss) on retirement benefits adjustments

226

(61)

165

Total other comprehensive income (loss)

$
453

$
(62)

$
391

*~~These accumulated other comprehensive income amounts are components of net periodic pension and postretirement costs. See Note 7~~8 for additional detail.

Before

Tax

After

Tax

(Expense)

Tax

Three Months Ended April 30, 2017

Amount

Credit

Amount

Cumulative translation adjustment

$
17

$
17

Unrealized gain (loss) on derivatives:

Unrealized hedging gain (loss)

(4)

$
2

(2)

Reclassification of realized (gain) loss to:

Interest rate contracts – Interest expense

1

(1)

Foreign exchange contracts – Other operating expenses

3

(1)

2

Net unrealized gain (loss) on derivatives

Unrealized gain (loss) on investments:

Unrealized holding gain (loss)

269

(99)

170

Reclassification of realized (gain) loss – Other income

(176)

65

(111)

Net unrealized gain (loss) on investments

93

(34)

59

Retirement benefits adjustment:

Pensions

Net actuarial gain (loss)

(8)

3

(5)

Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *

Actuarial (gain) loss

61

(22)

39

Prior service (credit) cost

3

(1)

2

Settlements/curtailments

1

1

Health care and life insurance

Net actuarial gain (loss)

(10)

3

(7)

Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *

Actuarial (gain) loss

24

(9)

15

Prior service (credit) cost

(19)

7

(12)

Net unrealized gain (loss) on retirement benefits adjustments

52

(19)

33

Total other comprehensive income (loss)

$
162

$
(53)

$
109

*~~These accumulated other comprehensive income amounts are components of net periodic pension and postretirement costs. See Note 7 for additional detail.~~

In the second quarter of 2018 and 2017, the noncontrolling interests’ comprehensive income (loss) was $1.7 million and $(.2) million, respectively, which consisted of net income (loss) of $1.4 million and $(.2) million and cumulative translation adjustments of $.3 million and none, respectively.


	Before		Tax		After		Before		Tax		After
	Tax		(Expense)		Tax		Tax		(Expense)		Tax
Six Months Ended April 30, 2017	Amount		Credit		Amount
Three Months Ended January 28, 2018							Amount		Credit		Amount
Cumulative translation adjustment	$	(1)			$	(1)	$	225	$	(1)	$	224
Unrealized gain (loss) on derivatives:
Unrealized hedging gain (loss)								8		(3)		5
Reclassification of realized (gain) loss to:
Interest rate contracts – Interest expense		1				1
Foreign exchange contracts – Other operating expenses		2	$	(1)		1
Net unrealized gain (loss) on derivatives		3		(1)		2		8		(3)		5
Unrealized gain (loss) on investments:
Unrealized holding gain (loss)		262		(97)		165
Reclassification of realized (gain) loss – Other income		(178)		66		(112)
Net unrealized gain (loss) on investments		84		(31)		53
Retirement benefits adjustment:
Pensions
Net actuarial gain (loss)		(9)		3		(6)		7		(2)		5
Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *
Actuarial (gain) loss		121		(44)		77		61		(20)		41
Prior service (credit) cost		6		(2)		4		3		(1)		2
Settlements/curtailments		1				1
Health care and life insurance
Net actuarial gain (loss)		(10)		3		(7)
OPEB
Reclassification through amortization of actuarial (gain) loss and prior service (credit) cost to other operating expenses: *
Actuarial (gain) loss		49		(18)		31		16		(5)		11
Prior service (credit) cost		(38)		14		(24)		(19)		6		(13)
Net unrealized gain (loss) on retirement benefits adjustments		120		(44)		76
Net unrealized gain (loss) on retirement benefits adjustment								68		(22)		46
Total other comprehensive income (loss)	$	206	$	(76)	$	130	$	301	$	(26)	$	275

* These accumulated other comprehensive income amounts are included in net periodic pension and ~~postretirement~~OPEB costs. See Note 78 for additional detail.

In the first ~~six months~~quarter of ~~2018~~2019 and ~~2017,~~2018, the noncontrolling interests’ comprehensive income ~~(loss)~~ was ~~$2.1~~$1.1 million and ~~$(.8)~~$.5 million, respectively, which consisted of net income ~~(loss)~~ of ~~$1.7~~$1.1 million and ~~$(.8)~~$.4 million and cumulative translation adjustments of ~~$.4~~none and $.1 million, ~~and none,~~ respectively.

~~(5)~~(6) Dividends Declared and Paid

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


	Three Months Ended				Six Months Ended				Three Months Ended
	April 29		April 30		April 29		April 30			January 27		January 28
	2018		2017		2018		2017			2019		2018
Dividends declared	$	.60	$	.60	$	1.20	$	1.20		$	.76	$	.60
Dividends paid	$	.60	$	.60	$	1.20	$	1.20		$	.69	$	.60

~~(6)~~(7) Earnings Per Share

A reconciliation of basic and diluted net income (loss) per share attributable to Deere & Company follows in millions, except per share amounts:


	Three Months Ended				Six Months Ended				Three Months Ended
	April 29		April 30		April 29		April 30		January 27		January 28
	2018		2017		2018		2017		2019		2018
Net income attributable to Deere & Company	$	1,208.3	$	808.5	$	673.2	$	1,007.5
Net income (loss) attributable to Deere & Company									$	498.5	$	(535.1)
Less income allocable to participating securities		.2		.2		.1		.3		.1
Income allocable to common stock	$	1,208.1	$	808.3	$	673.1	$	1,007.2
Income (loss) allocable to common stock									$	498.4	$	(535.1)
Average shares outstanding		324.2		319.2		323.4		317.9		318.5		322.8
Basic per share	$	3.73	$	2.53	$	2.08	$	3.17	$	1.56	$	(1.66)

Average shares outstanding		324.2		319.2		323.4		317.9		318.5		322.8
Effect of dilutive share-based compensation		5.0		3.8		5.0		3.4		4.2
Total potential shares outstanding		329.2		323.0		328.4		321.3		322.7		322.8
Diluted per share	$	3.67	$	2.50	$	2.05	$	3.14	$	1.54	$	(1.66)

During the ~~second~~first quarter of 2019 and ~~first six months of~~ 2018, .5.6 million shares and .35.3 million shares, respectively, were excluded from the computation because the incremental shares would have been antidilutive. ~~During the second quarter and first six months of 2017, .7 million shares and .5 million shares, respectively, were excluded in the above per share computation.~~

~~(7)~~(8) Pension and Other Postretirement Benefits

The Company has several defined benefit pension plans and ~~defined~~ postretirement benefit (OPEB) plans, primarily health care and life insurance plans, covering ~~many of~~ its U.S. employees and employees in certain foreign countries.

The worldwide components of net periodic pension cost consisted of the following in millions of dollars:


	Three Months Ended				Six Months Ended				Three Months Ended
	April 29		April 30		April 29		April 30		January 27		January 28
	2018		2017		2018		2017		2019		2018
Service cost	$	76	$	67	$	148	$	135	$	66	$	72
Interest cost		97		90		195		180		111		98
Expected return on plan assets		(194)		(197)		(388)		(394)		(200)		(194)
Amortization of actuarial loss		54		61		115		121		35		61
Amortization of prior service cost		3		3		6		6		3		3
Settlements/curtailments		6		1		6		1
Net cost	$	42	$	25	$	82	$	49	$	15	$	40

The worldwide components of net periodic ~~postretirement benefits~~OPEB cost ~~(health care and life insurance)~~ consisted of the following in millions of dollars:


	Three Months Ended				Six Months Ended				Three Months Ended
	April 29		April 30		April 29		April 30		January 27		January 28
	2018		2017		2018		2017		2019		2018
Service cost	$	11	$	11	$	22	$	21	$	10	$	11
Interest cost		48		49		96		98		54		48
Expected return on plan assets		(6)		(5)		(11)		(9)		(9)		(5)
Amortization of actuarial loss		15		24		31		49		5		16
Amortization of prior service credit		(19)		(19)		(38)		(38)		(18)		(19)
Net cost	$	49	$	60	$	100	$	121	$	42	$	51

The components of net periodic pension and ~~postretirement benefits cost~~OPEB costs excluding the service cost component are included in the line item other operating expenses in the ~~Statement~~statement of ~~Consolidated Income.~~consolidated income.

~~In the second quarter, a committee of the Company’s Board of Directors approved a voluntary $1,000 million contribution to its U.S. pension and postretirement benefit plans.~~ During the first ~~six~~three months of ~~2018,~~2019, the Company contributed approximately ~~$86~~$17 million to its pension plans ~~which included a $50 million voluntary contribution to a U.S. plan,~~ and ~~$31~~$36 million to its ~~other postretirement benefit~~OPEB plans. The Company presently anticipates contributing an additional ~~$851~~$52 million to its pension plans and ~~$138~~$105 million to its ~~other postretirement benefit~~OPEB plans during the remainder of fiscal year ~~2018. The anticipated total contributions~~

~~include voluntary contributions of $820 million to a U.S. pension plan and $130 million to a U.S. postretirement benefit plan, which will increase plan assets. The other~~2019. These contributions primarily include direct benefit payments from Company ~~funds to make direct payments to plan participants.~~funds.

~~(8)~~(9) ~~On December 22, 2017,~~Income Taxes

In 2019, the Company is subject to additional provisions of the U.S. ~~government enacted tax reform. The primary provisions of~~ tax reform ~~expected to impact the Company~~legislation enacted in ~~fiscal year 2018 are a reduction to~~December 2017 (tax reform). Tax reform reduced the corporate income tax rate ~~from 35 percent to 21 percent~~ and ~~a transition~~transitioned from a worldwide corporate tax system to a modified territorial corporate tax system. The reduction in the corporate income tax rate requires the Company to remeasure its net deferred tax assets to the new corporate tax rate and the transition to a territorial tax system requires payment of a one-time tax on deemed repatriation of undistributed and previously untaxed non-U.S. earnings. The Company currently plans to pay the deemed repatriation tax over an eight year period, as allowed by tax reform.

In December 2017, the SEC issued a staff accounting bulletin that allows for a measurement period up to one year after the enactment date of tax reform to complete the related accounting requirements. The tax reform measurement period adjustments and the effects on the results of the second quarter and first six months of 2018 in millions of dollars follow:

Three Months Ended
April 29, 2018

Six Months Ended
April 29, 2018

Equipment Operations

Financial Services

   Total

Equipment Operations

Financial Services

   Total

Net deferred tax asset remeasurement

$
(158)

$
(19)

$
(177)

$
853

$
(314)

$
539

Deemed earnings repatriation tax

(49)

52

3

179

85

264

Total discrete tax expense (benefit)

$
(207)

$
33

$
(174)

$
1,032

$
(229)

$
803

~~The second quarter measurement period benefit on the net deferred tax assets primarily results from the planned, voluntary $1,000 million contribution to~~Company’s 2019 U.S. pension and other postretirement benefit plans, which results in a tax deduction applicable to the 2017 tax year. The Company received authorization for this contribution in the second quarter (see Note 7). The provision for income taxes was also affected by other tax reform items, primarily the lower corporate income tax rate on current year income.

~~The 21 percent~~ corporate income tax rate is ~~effective January 1, 2018. Based on the Company’s October fiscal year end, the U.S. statutory income tax rate for fiscal year 2018 will be~~21 percent and was approximately 23.3 ~~percent.~~

The first six months of 2018 tax expense is provisional as outlined below and may change during the remaining measurement period. The Company completed a preliminary assessment of earnings that could be repatriated based on reinvestment needs of non-U.S. operations and earnings availablepercent for ~~repatriation.~~2018. The estimated withholding tax that would be incurred from the repatriation of those earnings is included in the first six months of 2018 provisional income tax expense. The Company continues to analyze the provisions of tax reform ~~addressing the net deferred tax asset remeasurement and the calculations, and the deemed earnings repatriation tax, including the determination of undistributed non-U.S. earnings. In addition,~~affecting the Company is evaluating actions, including repatriating additional non-U.S. earnings and other actions that could affect the Company’s 2017 U.S. taxable income. The Company also continues to prepare its 2017 U.S. income tax returns, undergo income tax audits, and monitor potential legislative action and regulatory interpretations of tax reform.

~~Based on the effective date of certain provisions, the Company will be subject to additional requirements of tax reform beginning~~ in ~~fiscal year 2019. Those provisions~~2019 include a tax on global intangible low-taxed income (GILTI), a tax determined by base erosion and anti-abuse tax benefits (BEAT) ~~from~~for certain payments between a U.S. corporation and foreign subsidiaries, a limitation on the deductibility of certain executive compensation, a deduction for foreign derived intangible income (FDII), and interest expense limitations. ~~The~~Based on the current interpretations of tax reform legislation and related regulations, along with the Company’s 2019 forecasts, the Company ~~has~~does not ~~completed its analysis~~expect the combined effect of ~~those~~these provisions to be significant for the 2019 provision for income taxes.

In the first quarter of 2018, the Company recorded a discrete tax expense related to the remeasurement of the Company’s net deferred tax assets to the new corporate income tax rate of $715 million and the ~~estimated effects.~~deemed earnings repatriation tax (repatriation tax) of $262 million. The full year 2018 discrete tax expense for the remeasurement of the net deferred tax assets was $414 million and the repatriation tax was $290 million. The full year repatriation tax included an accrual of approximately $63 million for foreign withholding taxes on earnings of subsidiaries outside the U.S. that were previously expected to be indefinitely reinvested. The final repatriation tax amount will be determined later in 2019 based on completing the 2018 income tax filings and the interpretation of recently issued regulations. Based on current law, the Company ~~also has not determined its accounting policy~~expects to ~~treat~~pay the ~~taxes due on GILTI as a period cost or include them~~repatriation tax in ~~the determination of deferred taxes.~~2019 with an expected U.S. income tax overpayment.

1816

The Company’s unrecognized tax benefits at ~~April 29, 2018~~January 27, 2019 were ~~$421~~$290 million, compared to ~~$221~~$279 million at October ~~29, 2017. The increase is primarily due to a review of the timing of deduction for certain U.S. expenses and the effect of a lower U.S. corporate tax rate. These positions remain under review.~~28, 2018. The liability at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017~~January 28, 2018 consisted of approximately ~~$157~~$143 million, ~~$86~~$128 million, and ~~$79~~$149 million, respectively, which would affect the effective tax rate if the tax benefits were recognized. The remaining liability was related to tax positions for which there are offsetting tax receivables, or the uncertainty was only related to timing. ~~Based on~~The Company expects that any reasonably possible change in the ~~ongoing review of tax accounting methods affecting the timing of certain U.S. tax deductions, the Company believes a reduction~~amounts of unrecognized tax benefits ~~of approximately $160 million, with a positive impact on the effective tax rate of approximately $55 million,~~ in the next 12 months ~~is reasonably possible.~~would not be significant.

~~(9)~~(10) Segment Reporting

Worldwide net sales and revenues, operating profit, and identifiable assets by segment in millions of dollars follow:


	Three Months Ended					Six Months Ended					Three Months Ended
	April 29		April 30		%	April 29		April 30		%	January 27		January 28		%
	2018		2017		Change	2018		2017		Change	2019		2018		Change
Net sales and revenues:
Agriculture and turf	$	7,049	$	5,794	+22	$	11,292	$	9,392	+20	$	4,681	$	4,243	+10
Construction and forestry		2,698		1,466	+84		4,429		2,566	+73		2,260		1,731	+31
Total net sales		9,747		7,260	+34		15,721		11,958	+31		6,941		5,974	+16
Financial services		795		716	+11		1,572		1,412	+11		855		776	+10
Other revenues		178		311	-43		340		542	-37		188		163	+15
Total net sales and revenues	$	10,720	$	8,287	+29	$	17,633	$	13,912	+27	$	7,984	$	6,913	+15
Operating profit: *
Agriculture and turf	$	1,056	$	1,009	+5	$	1,443	$	1,227	+18	$	348	$	387	-10
Construction and forestry		259		111	+133		291		148	+97		229		32	+616
Financial services		179		158	+13		396		325	+22		192		217	-12
Total operating profit		1,494		1,278	+17		2,130		1,700	+25		769		636	+21
Reconciling items **		(109)		(104)	+5		(222)		(198)	+12		(87)		(113)	-23
Income taxes		(177)		(366)	-52		(1,235)		(495)	+149		(184)		(1,058)	-83
Net income attributable to Deere & Company	$	1,208	$	808	+50	$	673	$	1,007	-33
Net income (loss) attributable to Deere & Company											$	498	$	(535)

Intersegment sales and revenues:
Agriculture and turf net sales	$	15	$	10	+50	$	24	$	17	+41	$	9	$	9
Construction and forestry net sales												1
Financial services		82		62	+32		145		111	+31		72		63	+14

Equipment operations outside the U.S. and Canada:
Net sales	$	4,295	$	2,968	+45	$	6,804	$	4,860	+40	$	2,818	$	2,509	+12
Operating profit		534		391	+37		680		467	+46		176		146	+21


	April 29		October 29			January 27		October 28
	2018		2017			2019		2018
Identifiable assets:
Agriculture and turf	$	10,603	$	9,359	+13	$	11,060	$	10,161	+9
Construction and forestry		10,471		3,212	+226		10,003		9,855	+2
Financial services		44,278		42,596	+4		44,630		45,720	-2
Corporate		4,521		10,619	-57		4,225		4,372	-3
Total assets	$	69,873	$	65,786	+6	$	69,918	$	70,108

* Operating profit is income from continuing operations before corporate expenses, certain external interest expense, certain foreign exchange gains and losses, and income taxes. Operating profit of the financial services segment includes the effect of interest expense and foreign exchange gains and losses.

** Reconciling items are primarily corporate expenses, certain external interest expense, certain foreign exchange gains and losses, pension and postretirement benefit costs excluding the service cost component, and net income attributable to noncontrolling interests.

1917

~~(10)~~(11) Financing Receivables

Past due balances of financing receivables still accruing finance income represent the total balance held (principal plus accrued interest) with any payment amounts 30 days or more past the contractual payment due date. Non-performing financing receivables represent loans for which the Company has ceased accruing finance income. ~~These~~Beginning in the first quarter of 2019, the Company ceased accruing finance income when these receivables are generally 90 days delinquent. Previously, finance income ceased accruing when the receivables were 120 days delinquent. This change in estimate was made on a prospective basis and did not have a significant effect on the Company’s consolidated financial statements. Management’s methodology to determine the collectability of delinquent accounts was not affected by the change.

Generally, when receivables are 120 days delinquent ~~and~~ the estimated uncollectible amount, after charging the dealer’s withholding account, if any, ~~has been~~is written off to the allowance for credit losses. Finance income for non-performing receivables is recognized on a cash basis. Accrual of finance income is generally resumed when the receivable becomes contractually current and collections are reasonably assured.

An age analysis of past due financing receivables that are still accruing interest and non-performing financing receivables in millions of dollars follows:


	April 29, 2018								January 27, 2019
					90 Days								90 Days
	30-59 Days		60-89 Days		or Greater		Total		30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	117	$	58	$	44	$	219	$	162	$	63	$	1	$	226
Construction and forestry		97		44		36		177		102		47		1		150
Other:
Agriculture and turf		32		16		28		76		65		23		1		89
Construction and forestry		11		4		2		17		16		8				24
Total	$	257	$	122	$	110	$	489	$	345	$	141	$	3	$	489

							Total								Total
	Total		Total				Financing		Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables		Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	219	$	171	$	17,014	$	17,404	$	226	$	296	$	17,408	$	17,930
Construction and forestry		177		42		2,899		3,118		150		107		3,092		3,349
Other:
Agriculture and turf		76		16		7,072		7,164		89		28		7,213		7,330
Construction and forestry		17		4		1,192		1,213		24		10		1,247		1,281
Total	$	489	$	233	$	28,177		28,899	$	489	$	441	$	28,960		29,890
Less allowance for credit losses								187								177
Total financing receivables – net							$	28,712							$	29,713

2018


	October 29, 2017								October 28, 2018
					90 Days								90 Days
	30-59 Days		60-89 Days		or Greater		Total		30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	118	$	54	$	49	$	221	$	133	$	74	$	63	$	270
Construction and forestry		75		33		39		147		79		45		52		176
Other:
Agriculture and turf		27		14		7		48		36		16		8		60
Construction and forestry		11		6		2		19		18		5		3		26
Total	$	231	$	107	$	97	$	435	$	266	$	140	$	126	$	532

							Total								Total
	Total		Total				Financing		Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables		Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	221	$	173	$	17,508	$	17,902	$	270	$	201	$	17,836	$	18,307
Construction and forestry		147		30		2,618		2,795		176		40		3,101		3,317
Other:
Agriculture and turf		48		12		7,610		7,670		60		15		8,274		8,349
Construction and forestry		19		5		1,059		1,083		26		3		1,252		1,281
Total	$	435	$	220	$	28,795		29,450	$	532	$	259	$	30,463		31,254
Less allowance for credit losses								187								178
Total financing receivables – net							$	29,263							$	31,076


	April 30, 2017								January 28, 2018
					90 Days								90 Days
	30-59 Days		60-89 Days		or Greater		Total		30-59 Days		60-89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due		Past Due
Retail Notes:
Agriculture and turf	$	120	$	75	$	65	$	260	$	149	$	49	$	59	$	257
Construction and forestry		80		44		33		157		78		38		39		155
Other:
Agriculture and turf		37		12		27		76		51		20		6		77
Construction and forestry		12		4		2		18		9		5		2		16
Total	$	249	$	135	$	127	$	511	$	287	$	112	$	106	$	505

							Total								Total
	Total		Total				Financing		Total		Total				Financing
	Past Due		Non-Performing		Current		Receivables		Past Due		Non-Performing		Current		Receivables
Retail Notes:
Agriculture and turf	$	260	$	159	$	16,838	$	17,257	$	257	$	185	$	17,287	$	17,729
Construction and forestry		157		31		2,563		2,751		155		36		2,869		3,060
Other:
Agriculture and turf		76		10		6,692		6,778		77		13		6,481		6,571
Construction and forestry		18		4		952		974		16		4		1,139		1,159
Total	$	511	$	204	$	27,045		27,760	$	505	$	238	$	27,776		28,519
Less allowance for credit losses								177								190
Total financing receivables – net							$	27,583							$	28,329

2119

An analysis of the allowance for credit losses and investment in financing receivables in millions of dollars during the periods follows:


	Three Months Ended April 29, 2018								Three Months Ended January 27, 2019
			Revolving								Revolving
	Retail		Charge						Retail		Charge
	Notes		Accounts		Other		Total		Notes		Accounts		Other		Total
Allowance:
Beginning of period balance	$	123	$	40	$	27	$	190	$	113	$	43	$	22	$	178
Provision		5		9		2		16
Provision (credit)										6		(1)		2		7
Write-offs		(7)		(15)		(1)		(23)		(11)		(4)		(1)		(16)
Recoveries		4		6				10		4		5				9
Translation adjustments		(5)				(1)		(6)		(1)						(1)
End of period balance *	$	120	$	40	$	27	$	187	$	111	$	43	$	23	$	177

	Six Months Ended April 29, 2018
Allowance:
Beginning of period balance	$	121	$	40	$	26	$	187
Provision		5		9		4		18
Write-offs		(14)		(20)		(3)		(37)
Recoveries		10		11				21
Translation adjustments		(2)						(2)
End of period balance *	$	120	$	40	$	27	$	187
Financing receivables:
End of period balance	$	20,522	$	3,205	$	5,172	$	28,899	$	21,279	$	2,737	$	5,874	$	29,890
Balance individually evaluated **	$	120	$	1	$	15	$	136	$	118	$	2	$	13	$	133


	Three Months Ended April 30, 2017								Three Months Ended January 28, 2018
			Revolving								Revolving
	Retail		Charge						Retail		Charge
	Notes		Accounts		Other		Total		Notes		Accounts		Other		Total
Allowance:
Beginning of period balance	$	111	$	41	$	23	$	175	$	121	$	40	$	26	$	187
Provision		10		15		1		26						2		2
Write-offs		(15)		(18)		(1)		(34)		(7)		(5)		(1)		(13)
Recoveries		5		5				10		6		5				11
Translation adjustments										3						3
End of period balance *	$	111	$	43	$	23	$	177	$	123	$	40	$	27	$	190

	Six Months Ended April 30, 2017
Allowance:
Beginning of period balance	$	113	$	40	$	23	$	176
Provision		18		13		2		33
Write-offs		(27)		(20)		(3)		(50)
Recoveries		7		10		1		18
End of period balance *	$	111	$	43	$	23	$	177
Financing receivables:
End of period balance	$	20,008	$	3,036	$	4,716	$	27,760	$	20,789	$	2,652	$	5,078	$	28,519
Balance individually evaluated **	$	148	$	4	$	17	$	169	$	101	$	2	$	16	$	119

* Individual allowances were not significant.

** Remainder is collectively evaluated.

2220

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

An analysis of the impaired financing receivables in millions of dollars follows:


			Unpaid				Average				Unpaid				Average
	Recorded		Principal		Specific		Recorded		Recorded		Principal		Specific		Recorded
	Investment		Balance		Allowance		Investment		Investment		Balance		Allowance		Investment
April 29, 2018*
January 27, 2019*
Receivables with specific allowance **	$	33	$	31	$	10	$	34	$	30	$	30	$	12	$	30
Receivables without a specific allowance **		41		40				43		36		34				36
Total	$	74	$	71	$	10	$	77	$	66	$	64	$	12	$	66
Agriculture and turf	$	52	$	51	$	9	$	54	$	49	$	48	$	9	$	49
Construction and forestry	$	22	$	20	$	1	$	23	$	17	$	16	$	3	$	17

October 29, 2017*
October 28, 2018*
Receivables with specific allowance **	$	36	$	33	$	10	$	30	$	28	$	27	$	10	$	30
Receivables without a specific allowance **										37		35				41
Total									$	65	$	62	$	10	$	71
Agriculture and turf									$	50	$	48	$	9	$	54
Construction and forestry									$	15	$	14	$	1	$	17

January 28, 2018*
Receivables with specific allowance ***									$	30	$	28	$	9	$	32
Receivables without a specific allowance ***		28		27				24		34		33				31
Total	$	64	$	60	$	10	$	54	$	64	$	61	$	9	$	63
Agriculture and turf	$	49	$	46	$	10	$	38	$	47	$	45	$	9	$	47
Construction and forestry	$	15	$	14			$	16	$	17	$	16			$	16

April 30, 2017*
Receivables with specific allowance **	$	23	$	22	$	9	$	26
Receivables without a specific allowance ***		27		24				28
Total	$	50	$	46	$	9	$	54
Agriculture and turf	$	28	$	26	$	8	$	32
Construction and forestry	$	22	$	20	$	1	$	22

* Finance income recognized was not material.

** Primarily retail notes.

***Primarily retail notes and wholesale receivables.

A troubled debt restructuring is generally the modification of debt in which a creditor grants a concession it would not otherwise consider to a debtor that is experiencing financial difficulties. These modifications may include a reduction of the stated interest rate, an extension of the maturity dates, a reduction of the face amount or maturity amount of the debt, or a reduction of accrued interest. During the first ~~six~~three months of ~~2018,~~2019, the Company identified ~~253~~70 financing receivable contracts, primarily retail notes, as troubled debt restructurings with aggregate balances of ~~$13~~$2 million pre-modification and ~~$13~~$2 million post-modification. During the first ~~six~~three months of ~~2017,~~2018, there were ~~226~~102 financing receivable contracts, primarily retail notes, identified as troubled debt restructurings with aggregate balances of $5$6 million pre-modification and $4$5 million post-modification. During these same periods, there were no significant troubled debt restructurings that subsequently defaulted and were written off. At ~~April 29, 2018,~~January 27, 2019, the Company had commitments to lend approximately $8$13 million to borrowers whose accounts were modified in troubled debt restructurings.

2321

~~(11)~~(12) Securitization of ~~financing receivables:~~Financing Receivables

The Company, as a part of its overall funding strategy, periodically transfers certain financing receivables (retail notes) into variable interest entities (VIEs) that are special purpose entities (SPEs), or non-VIE banking operations, as part of its asset-backed securities programs (securitizations). The structure of these transactions is such that the transfer of the retail notes did not meet the accounting criteria for sales of receivables, and is, therefore, accounted for as a secured borrowing. SPEs utilized in securitizations of retail notes differ from other entities included in the Company’s consolidated statements because the assets they hold are legally isolated. Use of the assets held by the SPEs or the non-VIEs is restricted by terms of the documents governing the securitization transactions.

In these securitizations, the retail notes are transferred to certain SPEs or to non-VIE banking operations, which in turn issue debt to investors. The debt securities issued to the third party investors resulted in secured borrowings, which are recorded as “Short-term securitization borrowings” on the balance sheet. The securitized retail notes are recorded as “Financing receivables securitized – net” on the balance sheet. The total restricted assets on the consolidated balance sheet related to these securitizations include the financing receivables securitized less an allowance for credit losses, and other assets primarily representing restricted cash. Restricted cash results from contractual requirements in securitized borrowing arrangements and serves as a credit enhancement. The restricted cash is used to satisfy payment deficiencies, if any, in the required payments on secured borrowings. The balance of restricted cash is contractually stipulated and is either a fixed amount as determined by the initial balance of the financing receivables securitized or a fixed percentage of the outstanding balance of the securitized financing receivables. The restriction is removed either after all secured borrowing payments are made or proportionally as these receivables are collected and borrowing obligations reduced. For those securitizations in which retail notes are transferred into SPEs, the SPEs supporting the secured borrowings are consolidated unless the Company does not have both the power to direct the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs. No additional support to these SPEs beyond what was previously contractually required has been provided during the reporting periods.

In certain securitizations, the Company consolidates the SPEs since it has both the power to direct the activities that most significantly impact the SPEs’ economic performance through its role as servicer of all the receivables held by the SPEs and the obligation through variable interests in the SPEs to absorb losses or receive benefits that could potentially be significant to the SPEs. The restricted assets (retail notes securitized, allowance for credit losses, and other assets) of the consolidated SPEs totaled ~~$2,489~~$2,137 million, ~~$2,631~~$2,593 million, and ~~$2,589~~$2,128 million at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively. The liabilities (short-term securitization borrowings and accrued interest) of these SPEs totaled ~~$2,438~~$2,092 million, ~~$2,571~~$2,520 million, and ~~$2,522~~$2,092 million at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively. The credit holders of these SPEs do not have legal recourse to the Company’s general credit.

In certain securitizations, the Company transfers retail notes to non-VIE banking operations, which are not consolidated since the Company does not have a controlling interest in the entities. The Company’s carrying values and interests related to the securitizations with the unconsolidated non-VIEs were restricted assets (retail notes securitized, allowance for credit losses, and other assets) of ~~$686~~$790 million, ~~$478~~$504 million, and ~~$413~~$809 million at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively. The liabilities (short-term securitization borrowings and accrued interest) were ~~$656~~$743 million, ~~$454~~$475 million, and ~~$390~~$774 million at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively.

In certain securitizations, the Company transfers retail notes into bank-sponsored, multi-seller, commercial paper conduits, which are SPEs that are not consolidated. The Company does not service a significant portion of the conduits’ receivables, and therefore, does not have the power to direct the activities that most significantly impact the conduits’ economic performance. These conduits provide a funding source to the Company (as well as other transferors into the conduit) as they fund the retail notes through the issuance of commercial paper. The Company’s carrying values and variable interest related to these conduits were restricted assets (retail notes securitized, allowance for credit losses, and other assets) of ~~$1,383~~$1,745 million, ~~$1,155~~$1,033 million, and ~~$1,395~~$1,653 million at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively. The liabilities (short-term securitization borrowings and accrued interest) related to these conduits were ~~$1,310~~$1,632 million, ~~$1,096~~$965 million, and ~~$1,315~~$1,565 million at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively.

2422

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


	April 29, 2018		January 27, 2019
Carrying value of liabilities	$	1,310	$	1,632
Maximum exposure to loss		1,383		1,745

The total assets of unconsolidated VIEs related to securitizations were approximately ~~$36~~$38 billion at ~~April 29, 2018.~~January 27, 2019.

The components of consolidated restricted assets related to secured borrowings in securitization transactions follow in millions of dollars:


	April 29		October 29		April 30		January 27		October 28		January 28
	2018		2017		2017		2019		2018		2018
Financing receivables securitized (retail notes)	$	4,450	$	4,172	$	4,295	$	4,573	$	4,032	$	4,487
Allowance for credit losses		(14)		(13)		(13)		(10)		(10)		(13)
Other assets		122		105		115		109		108		116
Total restricted securitized assets	$	4,558	$	4,264	$	4,397	$	4,672	$	4,130	$	4,590

The components of consolidated secured borrowings and other liabilities related to securitizations follow in millions of dollars:


	April 29		October 29		April 30		January 27		October 28		January 28
	2018		2017		2017		2019		2018		2018
Short-term securitization borrowings	$	4,401	$	4,119	$	4,225	$	4,464	$	3,957	$	4,428
Accrued interest on borrowings		3		2		2		3		3		3
Total liabilities related to restricted securitized assets	$	4,404	$	4,121	$	4,227	$	4,467	$	3,960	$	4,431

The secured borrowings related to these restricted securitized retail notes are obligations that are payable as the retail notes are liquidated. Repayment of the secured borrowings depends primarily on cash flows generated by the restricted assets. Due to the Company’s short-term credit rating, cash collections from these restricted assets are not required to be placed into a segregated collection account until immediately prior to the time payment is required to the secured creditors. At ~~April 29, 2018,~~January 27, 2019, the maximum remaining term of all securitized retail notes was approximately seven years.

~~(12)~~(13) Inventories

Most inventories owned by Deere & Company and its U.S. equipment subsidiaries and certain foreign equipment subsidiaries are valued at cost on the “last-in, first-out” (LIFO) method. If all of the Company’s inventories had been valued on a “first-in, first-out” (FIFO) method, estimated inventories by major classification in millions of dollars would have been as follows:


	April 29		October 29		April 30		January 27		October 28		January 28
	2018		2017		2017		2019		2018		2018
Raw materials and supplies	$	2,231	$	1,688	$	1,559	$	2,506	$	2,233	$	2,191
Work-in-process		900		495		531		1,026		776		924
Finished goods and parts		5,208		3,182		3,421		5,693		4,777		4,980
Total FIFO value		8,339		5,365		5,511		9,225		7,786		8,095
Less adjustment to LIFO value		1,450		1,461		1,396		1,823		1,637		1,481
Inventories	$	6,889	$	3,904	$	4,115	$	7,402	$	6,149	$	6,614

2523

~~(13)~~(14) Goodwill and Other Intangible Assets-Net

The changes in amounts of goodwill by operating segments were as follows in millions of dollars:

Agriculture

Construction


and Turf

and Forestry

Total

Goodwill at October 30, 2016

$
323

$
493

$
816

Translation adjustments and other

(10)

(10)

Goodwill at April 30, 2017

$
313

$
493

$
806

Goodwill at October 29, 2017

$
521

$
512

$
1,033

Acquisitions *

25

2,060

2,085

Divestitures **

(10)

(10)

Translation adjustments

5

76

81

Goodwill at April 29, 2018

$
551

$
2,638

$
3,189


	Agriculture		Construction
	and Turf		and Forestry		Total
Goodwill at October 29, 2017	$	521	$	512	$	1,033
Acquisitions				2,062		2,062
Divestitures				(10)		(10)
Translation adjustments		9		18		27
Goodwill at January 28, 2018	$	530	$	2,582	$	3,112

Goodwill at October 28, 2018	$	583	$	2,518	$	3,101
Translation adjustments and other		2		(55)		(53)
Goodwill at January 27, 2019	$	585	$	2,463	$	3,048

* See Note 18.

** See Note 19.

There were no accumulated impairment losses in the reported periods.

The components of other intangible assets were as follows in millions of dollars:

	��
	Useful Lives *	April 29		October 29		April 30		Useful Lives *	January 27		October 28		January 28
	(Years)	2018		2017		2017		(Years)	2019		2018		2018
Amortized intangible assets:
Customer lists and relationships	16	$	590	$	42	$	39	16	$	538	$	542	$	587
Technology, patents, trademarks, and other	18		1,109		139		129	18		1,054		1,080		1,050
Total at cost			1,699		181		168			1,592		1,622		1,637
Less accumulated amortization **			130		86		77			207		183		100
Total			1,569		95		91			1,385		1,439		1,537
Unamortized intangible assets:
In-process research and development			123		123					123		123		123
Other intangible assets – net		$	1,692	$	218	$	91		$	1,508	$	1,562	$	1,660

* Weighted-averages

** Accumulated amortization at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017~~January 28, 2018 for customer lists and relationships totaled ~~$30~~$54 million, ~~$17~~$46 million, and ~~$15~~$21 million and technology, patents, trademarks, and other totaled ~~$100~~$153 million, ~~$69~~$137 million, and ~~$62~~$79 million, respectively.

The amortization of other intangible assets in the ~~second~~first quarter of 2019 and ~~the first six months of~~ 2018 was ~~$31~~$27 million and ~~$44 million and for 2017 was $4 million and $9~~$13 million, respectively. The estimated amortization expense for the next five years is as follows in millions of dollars: remainder of ~~2018 – $61,~~ 2019 – ~~$121,~~$108, 2020 – ~~$109,~~$102, 2021 – ~~$104, and~~$99, 2022 – ~~$104.~~$99, and 2023 – $96.

~~(14)~~(15) Commitments and ~~contingencies:~~Contingencies

The Company generally determines its total warranty liability by applying historical claims rate experience to the estimated amount of equipment that has been sold and is still under warranty based on dealer inventories and retail sales. The historical claims rate is primarily determined by a review of five-year claims costs and current quality developments.

The premiums for extended warranties are primarily recognized in income in proportion to the costs expected to be incurred over the contract period. These unamortized extended warranty premiums (deferred revenue) included in the following table totaled ~~$475~~$514 million and ~~$444~~$471 million at ~~April 29,~~January 27, 2019 and January 28, 2018, ~~and April 30, 2017,~~ respectively.

2624

A reconciliation of the changes in the warranty liability and unearned premiums in millions of dollars follows:


	Three Months Ended				Six Months Ended				Three Months Ended
	April 29		April 30		April 29		April 30		January 27		January 28
	2018		2017		2018		2017		2019		2018
Beginning of period balance	$	1,550	$	1,285	$	1,468	$	1,226	$	1,652	$	1,468
Payments		(213)		(167)		(430)		(332)		(228)		(216)
Amortization of premiums received		(57)		(54)		(113)		(97)		(54)		(56)
Accruals for warranties		260		238		453		470		253		193
Premiums received		65		55		126		95		65		61
Acquisitions *						80
Acquisitions												80
Foreign exchange		(14)		8		7		3		(1)		20
End of period balance	$	1,591	$	1,365	$	1,591	$	1,365	$	1,687	$	1,550

* See Note 18.

At ~~April 29, 2018,~~January 27, 2019, the Company had approximately ~~$447~~$336 million of guarantees issued primarily to banks outside the U.S. and Canada related to third-party receivables for the retail financing of John Deere and Wirtgen equipment. The ~~increase from October 29, 2017 primarily relates to the Wirtgen acquisition. The~~ Company may recover a portion of any required payments incurred under these agreements from repossession of the equipment collateralizing the receivables. At ~~April 29, 2018,~~January 27, 2019, the Company had accrued losses of approximately ~~$16~~$14 million under these agreements. The maximum remaining term of the receivables guaranteed at ~~April 29, 2018~~January 27, 2019 was approximately ~~eight~~seven years.

At ~~April 29, 2018,~~January 27, 2019, the Company had commitments of approximately ~~$328~~$377 million for the construction and acquisition of property and equipment. ~~The increase from October 29, 2017 primarily relates to the Wirtgen acquisition.~~ Also, at ~~April 29, 2018,~~January 27, 2019, the Company had restricted assets of ~~$123~~$94 million, primarily as collateral for borrowings and restricted other assets. See Note 1112 for additional restricted assets associated with borrowings related to securitizations.

The Company also had other miscellaneous contingent liabilities totaling approximately ~~$85~~$165 million at ~~April 29, 2018.~~January 27, 2019. The accrued liability for these contingencies was ~~not material~~approximately $15 million at ~~April 29, 2018.~~January 27, 2019.

~~(15)~~(16) Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, the Company uses various methods including market and income approaches. The Company utilizes valuation models and techniques that maximize the use of observable inputs. The models are industry-standard models that consider various assumptions including time values and yield curves as well as other economic measures. These valuation techniques are consistently applied.

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

2725

The fair values of financial instruments that do not approximate the carrying values in millions of dollars follow:


	April 29, 2018				October 29, 2017				April 30, 2017				January 27, 2019				October 28, 2018				January 28, 2018
	Carrying Value		Fair Value *		Carrying Value		Fair Value *		Carrying Value		Fair Value *		Carrying Value		Fair Value *		Carrying Value		Fair Value *		Carrying Value		Fair Value *
Financing receivables – net:
Equipment operations **	$	76	$	74
Equipment operations													$	102	$	99	$	93	$	91	$	52	$	51
Financial services		24,200		23,997	$	25,104	$	24,946	$	23,301	$	23,141		25,048		24,900		26,961		26,722		23,803		23,597
Total	$	24,276	$	24,071	$	25,104	$	24,946	$	23,301	$	23,141	$	25,150	$	24,999	$	27,054	$	26,813	$	23,855	$	23,648

Financing receivables securitized – net:
Equipment operations **	$	113	$	110
Equipment operations													$	67	$	65	$	76	$	73	$	125	$	125
Financial services		4,323		4,273	$	4,159	$	4,130	$	4,282	$	4,253		4,496		4,454		3,946		3,895		4,349		4,303
Total	$	4,436	$	4,383	$	4,159	$	4,130	$	4,282	$	4,253	$	4,563	$	4,519	$	4,022	$	3,968	$	4,474	$	4,428

Short-term securitization borrowings:
Equipment operations **	$	113	$	113
Equipment operations													$	67	$	67	$	75	$	75	$	126	$	126
Financial services		4,288		4,274	$	4,119	$	4,118	$	4,225	$	4,225		4,397		4,391		3,882		3,870		4,302		4,293
Total	$	4,401	$	4,387	$	4,119	$	4,118	$	4,225	$	4,225	$	4,464	$	4,458	$	3,957	$	3,945	$	4,428	$	4,419

Long-term borrowings due within one year:
Equipment operations **	$	274	$	273	$	154	$	154	$	120	$	119
Equipment operations													$	928	$	937	$	970	$	979	$	289	$	289
Financial services		6,566		6,559		6,064		6,079		5,339		5,345		5,198		5,186		5,427		5,411		6,124		6,127
Total	$	6,840	$	6,832	$	6,218	$	6,233	$	5,459	$	5,464	$	6,126	$	6,123	$	6,397	$	6,390	$	6,413	$	6,416

Long-term borrowings:
Equipment operations **	$	5,537	$	5,850	$	5,491	$	6,026	$	4,520	$	5,020
Equipment operations													$	4,712	$	4,989	$	4,714	$	4,948	$	5,573	$	6,076
Financial services		20,742		20,769		20,400		20,606		18,733		18,864		23,143		23,217		22,523		22,590		20,849		21,023
Total	$	26,279	$	26,619	$	25,891	$	26,632	$	23,253	$	23,884	$	27,855	$	28,206	$	27,237	$	27,538	$	26,422	$	27,099

*Fair value measurements above were Level 3 for all financing receivables, Level 3 for equipment operations short-term securitization borrowings, and Level 2 for all other borrowings.

**~~See Note 18.~~

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

Fair values of long-term borrowings and short-term securitization borrowings were based on current market quotes for identical or similar borrowings and credit risk, or on the discounted values of their related cash flows at current market interest rates. Certain long-term borrowings have been swapped to current variable interest rates. The carrying values of these long-term borrowings included adjustments related to fair value hedges.

2826

Assets and liabilities measured at fair value on a recurring basis in millions of dollars follow:


	April 29		October 29		April 30		January 27		October 28		January 28
	2018*		2017*		2017*		2019*		2018*		2018*
Marketable securities
Equity fund	$	46	$	48	$	135
Equity fund ****							$	51	$	46	$	52
Fixed income fund		14		15		15						14
U.S. government debt securities		86		77		79		120		111		75
Municipal debt securities		46		39		39		51		46		41
Corporate debt securities		137		135		132		141		140		137
International debt securities		17		20		28		15		10		18
Mortgage-backed securities **		133		118		118		146		137		125
Total marketable securities		479		452		546		524		490		462
Other assets
Derivatives:
Interest rate contracts		87		116		142		76		80		94
Foreign exchange contracts		101		108		60		59		83		31
Cross-currency interest rate contracts		6		11		14		3		5		8
Total assets ***	$	673	$	687	$	762	$	662	$	658	$	595
Accounts payable and accrued expenses
Derivatives:
Interest rate contracts	$	341	$	131	$	79	$	232	$	350	$	248
Foreign exchange contracts		28		26		50		64		49		124
Cross-currency interest rate contracts		2		1		2		2				2
Total liabilities	$	371	$	158	$	131	$	298	$	399	$	374

* All measurements above were Level 2 measurements except for Level 1 measurements of the equity fund of $51 million, $46 million, ~~$48 million,~~ and ~~$135~~$52 million at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively; the fixed income fund of $14 million ~~$15 million, and $15 million~~ at ~~April 29, 2018, October 29, 2017, and April 30, 2017, respectively;~~January 28, 2018; and U.S. government debt securities of ~~$42~~$44 million, $44 million, and ~~$46~~$43 million at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively. In addition, ~~$14~~$6 million, ~~$17~~$8 million, and ~~$23~~$15 million of the international debt securities were Level 3 measurements at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively. ~~There were no transfers between Level 1 and Level 2 during the first six months of 2018 or 2017.~~

** Primarily issued by U.S. government sponsored enterprises.

*** Excluded from this table were the Company’s cash equivalents, which were carried at cost that approximates fair value. The cash equivalents consist primarily of money market funds ~~that were Level 1 measurements.~~and time deposits.

****Beginning in the first quarter of fiscal year 2019, unrealized fair value changes are recognized directly in net income (see Note 3).

The contractual maturities of debt securities at ~~April 29, 2018~~January 27, 2019 in millions of dollars are shown below. Actual maturities may differ from those scheduled as a result of prepayments by the issuers. Because of the potential for prepayment on mortgage-backed securities, they are not categorized by contractual maturity.


	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Due in one year or less	$	29	$	28	$	32	$	32
Due after one through five years		107		105		112		111
Due after five through 10 years		95		91		101		101
Due after 10 years		62		62		84		83
Mortgage-backed securities		139		133		150		146
Debt securities	$	432	$	419	$	479	$	473

2927

Fair value, recurring Level 3 measurements from available-for-sale marketable securities in millions of dollars follow:


	Three Months Ended				Six Months Ended				Three Months Ended
	April 29		April 30		April 29		April 30		January 27		January 28
	2018		2017		2018		2017		2019		2018
Beginning of period balance	$	15	$	23	$	17	$	28	$	8	$	17
Principal payments		(1)		(1)		(3)		(6)		(3)		(2)
Change in unrealized gain				1				1
Other										1
End of period balance	$	14	$	23	$	14	$	23	$	6	$	15

~~Fair~~There were no fair value, nonrecurring ~~Level 1~~ measurements from impairments in ~~millions of dollars follow:~~

Fair Value *

Losses

Three Months Ended

Six Months Ended

April 29

October 29

April 30

April 29

April 30

April 29

April 30


2018

2017

2017

2018

2017

2018

2017

Investments in unconsolidated affiliates

$
28

* See financingthe reported periods. Financing receivables with specific allowances are shown in Note ~~10.~~11. Losses were not significant.

The following is a description of the valuation methodologies the Company uses to measure certain financial instruments on the balance sheet at fair value:

Marketable Securities – The portfolio of investments, except for the Level 3 measurement international debt securities, is primarily valued on a market approach (matrix pricing model) in which all significant inputs are observable or can be derived from or corroborated by observable market data such as interest rates, yield curves, volatilities, credit risk, and prepayment speeds. Funds are primarily valued using the fund’s net asset value, based on the fair value of the underlying securities. The Level 3 measurement international debt securities are primarily valued using an income approach based on discounted cash flows using yield curves derived from limited, observable market data.

Derivatives – The Company’s derivative financial instruments consist of interest rate swaps and caps, foreign currency futures, forwards and swaps, and cross-currency interest rate swaps. The portfolio is valued based on an income approach (discounted cash flow) using market observable inputs, including swap curves and both forward and spot exchange rates for currencies.

Financing Receivables – Specific reserve impairments are based on the fair value of the collateral, which is measured using a market approach (appraisal values or realizable values). Inputs include a selection of realizable values.

Investment in Unconsolidated Affiliates – Other than temporary impairments for investments are measured as the difference between the implied fair value and the carrying value of the investments. The fair value for publicly traded entities is the share price multiplied by the shares owned.

~~(16)~~(17) Derivative Instruments

It is the Company’s policy that derivative transactions are executed only to manage exposures arising in the normal course of business and not for the purpose of creating speculative positions or trading. The Company’s financial services operations manage the relationship of the types and amounts of their funding sources to their receivable and lease portfolio in an effort to diminish risk due to interest rate and foreign currency fluctuations, while responding to favorable financing opportunities. The Company also has foreign currency exposures at some of its foreign and domestic operations related to buying, selling, and financing in currencies other than the functional currencies. In addition, the Company has interest rate exposure at certain equipment operations units for below market retail financing programs that are used as sales incentives and are offered for extended periods.

All derivatives are recorded at fair value on the balance sheet. Cash collateral received or paid is not offset against the derivative fair values on the balance sheet. Each derivative is designated as a cash flow hedge, a fair value hedge, or remains undesignated. All designated hedges are formally documented as to the relationship with the hedged item as well as the risk-management strategy. Both at inception and on an ongoing basis the hedging instrument is assessed as to its effectiveness. If and when a derivative is determined not to be highly effective as a hedge, or the underlying hedged transaction is no longer likely to occur, or the hedge designation is removed, or the derivative is terminated, hedge accounting is discontinued.

~~Any past or future changes in the derivative’s fair value, which will not be effective as an offset to the income effects of the item being hedged, are recognized currently in the income statement.~~

Cash ~~flow hedges~~Flow Hedges

Certain interest rate and cross-currency interest rate contracts (swaps) were designated as hedges of future cash flows from borrowings. The total notional amounts of the receive-variable/pay-fixed interest rate contracts at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017~~January 28, 2018 were ~~$1,800~~$2,800 million, ~~$1,700~~$3,050 million, and ~~$1,600~~$1,500 million, respectively. The total notional ~~amounts~~amount of the cross-currency interest rate contracts at ~~April 29,~~January 28, 2018 ~~October 29, 2017, and April 30, 2017 were $11 million,~~was $22 ~~million, and $32 million, respectively. The effective portions of the fair~~million. Fair value gains or losses on these cash flow hedges were recorded in OCI and subsequently reclassified into interest expense or other operating expenses (foreign exchange) in the

same periods during which the hedged transactions affected earnings. These amounts offset the effects of interest rate or foreign currency exchange rate changes on the related borrowings. Any ineffective portions of the gains or losses on all cash flow interest rate contracts designated as cash flow hedges were recognized currently in interest expense or other operating expenses (foreign exchange) and were not material during any periods presented. The cash flows from these contracts were recorded in operating activities in the statement of consolidated cash flows.

The amount of gain recorded in OCI at ~~April 29, 2018~~January 27, 2019 that is expected to be reclassified to interest expense or other operating expenses in the next twelve months if interest rates or exchange rates remain unchanged is approximately $9$7 million after-tax. These contracts mature in up to 2623 months. There were no gains or losses reclassified from OCI to earnings based on the probability that the original forecasted transaction would not occur.

Fair ~~value hedges~~Value Hedges

Certain interest rate contracts (swaps) were designated as fair value hedges of borrowings. The total notional amounts of the receive-fixed/pay-variable interest rate contracts at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017~~January 28, 2018 were ~~$8,421~~$8,622 million, ~~$8,661~~$8,479 million, and ~~$7,605~~$9,110 million, respectively. The ~~effective portions of the~~ fair value gains or losses on these contracts were generally offset by fair value gains or losses on the hedged items (fixed-rate borrowings)~~. Any ineffective portions of the gains or losses were recognized currently~~ with both items recorded in interest expense.

The ineffective portions were a loss of $2 million and none during the second quarter of 2018 and 2017, respectively, and a loss of $3 million and a gain of $2 million during the first six months of 2018 and 2017, respectively. The cash flows from these contracts wereamounts recorded in ~~operating activities~~the consolidated balance sheet related to borrowings designated in ~~the statement of consolidated cash flows.~~

~~The gains (losses) on these contracts and the underlying borrowings recorded in interest expense follow~~fair value hedging relationships in millions of ~~dollars:~~dollars follow:

Three Months Ended

Six Months Ended

April 29

April 30

April 29

April 30

2018

2017

2018

2017

Interest rate contracts *

$
(123)

$
32

$
(271)

$
(202)

Borrowings **

121

(32)

268

204


			Cumulative Increase (Decrease) of Fair
			Value Hedging Adjustments Included in
			the Carrying Amount
	Carrying		Active
	Amount of		Hedging		Discontinued
January 27, 2019	Hedged Item		Relationships		Relationships		Total
Long-term borrowings due within one year*	$	192	$	1	$	(4)	$	(3)
Long-term borrowings		8,177		(179)		(41)		(220)

* ~~Includes changes~~Presented in ~~fair values of interest rate contracts excluding~~ net accrued interest income of $5 million and $22 million during the second quarter of 2018 and 2017, respectively, and $17 million and $48 million during the first six months of 2018 and 2017, respectively.

**~~Includes adjustments for fair values of hedged~~short-term borrowings excluding accrued interest expense of $64 million and $61 million during the second quarter of 2018 and 2017, respectively, and $127 million and $126 million during the first six months of 2018 and 2017, respectively.

Derivatives not designated as hedging instruments

The Company has certain interest rate contracts (swaps and caps), foreign exchange contracts (futures, forwards, and swaps), and cross-currency interest rate contracts (swaps), which were not formally designated as hedges. These derivatives were held as economic hedges for underlying interest rate or foreign currency exposures, primarily for certain borrowings, ~~and~~ purchases or sales of ~~inventory.~~inventory, and below market retail financing programs. The total notional amounts of these interest rate swaps at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017~~January 28, 2018 were ~~$7,189~~$8,225 million, ~~$6,757~~$8,075 million, and ~~$5,783~~$7,225 million, the foreign exchange contracts were ~~$6,791~~$6,500 million, ~~$8,499~~$6,842 million, and ~~$4,600~~$6,394 million, and the cross-currency interest rate contracts were ~~$92~~$87 million, ~~$66~~$81 million, and ~~$76~~$85 million,

respectively. The increase in the total notional ~~amounts~~amount of ~~foreign exchange contracts at October 29, 2017~~interest rate swaps from January 28, 2018 primarily relates to the ~~Wirtgen acquisition (see Note 18).~~equipment operations’ economic hedge of announced retail financing programs. At ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, there were also ~~$123~~$32 million, ~~$253~~$66 million, and ~~$366~~$178 million, respectively, of interest rate caps purchased and the same amounts sold at the same capped interest rate to facilitate borrowings through securitization of retail notes. The fair value gains or losses from the interest rate contracts were recognized currently in interest expense and the gains or losses from foreign exchange contracts in cost of sales or other operating expenses, generally offsetting over time the expenses on the exposures being hedged. The cash flows from these non-designated contracts were recorded in operating activities in the statement of consolidated cash flows.

Fair values of derivative instruments in the condensed consolidated balance sheet in millions of dollars follow:


	April 29		October 29		April 30		January 27		October 28		January 28
Other Assets	2018		2017		2017		2019		2018		2018
Designated as hedging instruments:
Interest rate contracts	$	34	$	74	$	116	$	47	$	29	$	39
Cross-currency interest rate contracts		3		5		7						4
Total designated		37		79		123		47		29		43

Not designated as hedging instruments:
Interest rate contracts		53		42		26		29		51		55
Foreign exchange contracts		101		108		60		59		83		31
Cross-currency interest rate contracts		3		6		7		3		5		4
Total not designated		157		156		93		91		139		90

Total derivative assets	$	194	$	235	$	216	$	138	$	168	$	133

Accounts Payable and Accrued Expenses
Designated as hedging instruments:
Interest rate contracts	$	316	$	112	$	64	$	205	$	321	$	223
Total designated		316		112		64		205		321		223

Not designated as hedging instruments:
Interest rate contracts		25		19		15		27		29		25
Foreign exchange contracts		28		26		50		64		49		124
Cross-currency interest rate contracts		2		1		2		2				2
Total not designated		55		46		67		93		78		151

Total derivative liabilities	$	371	$	158	$	131	$	298	$	399	$	374

The classification and gains (losses) including accrued interest expense related to derivative instruments on the statement of consolidated income consisted of the following in millions of dollars:

Expense or

Three Months Ended

Six Months Ended

OCI

April 29

April 30

April 29

April 30

Classification

2018

2017

2018

2017

Fair Value Hedges:












Interest rate contracts

Interest

$
(118)

$
54

$
(254)

$
(154)

Cash Flow Hedges:

Recognized in OCI

(Effective Portion):

Interest rate contracts

OCI (pretax) *

6

(1)

14

2

Foreign exchange contracts

OCI (pretax) *

1

(3)

1

(2)

Reclassified from OCI

(Effective Portion):

Interest rate contracts

Interest *

1

(1)

1

(1)

Foreign exchange contracts

Other operating *

(3)

(2)

Recognized Directly in Income

(Ineffective Portion)

**

**

**

**

Not Designated as Hedges:

Interest rate contracts

Interest *

$
(5)

$
(4)

Foreign exchange contracts

Cost of sales

36

28

$
(12)

$
(12)

Foreign exchange contracts

Other operating *

164

15

(52)

(13)

Total not designated

$
195

$
39

$
(64)

$
(25)


	Three Months Ended
	January 27		January 28
	2019		2018
Fair Value Hedges:
Interest rate contracts - Interest expense	$	133	$	(136)

Cash Flow Hedges:
Recognized in OCI
Interest rate contracts - OCI (pretax) *		(9)		8

Reclassified from OCI
Interest rate contracts - Interest expense *		2

Not Designated as Hedges:
Interest rate contracts - Net sales	$	(10)
Interest rate contracts - Interest expense *		(8)	$	5
Foreign exchange contracts - Cost of sales		(5)		(48)
Foreign exchange contracts - Other operating *		20		(216)
Total not designated	$	(3)	$	(259)

* Includes interest and foreign exchange gains (losses) from cross-currency interest rate contracts.

**~~The amounts are not significant.~~

Counterparty Risk and Collateral

Derivative instruments are subject to significant concentrations of credit risk to the banking sector. The Company manages individual counterparty exposure by setting limits that consider the credit rating of the counterparty, the credit default swap spread of the counterparty, and other financial commitments and

exposures between the Company and the counterparty banks. All interest rate derivatives are transacted under International Swaps and Derivatives Association (ISDA) documentation. Some of these agreements include credit support provisions. Each master agreement permits the net settlement of amounts owed in the event of default or termination.

Certain of the Company’s derivative agreements contain credit support provisions that may require the Company to post collateral based on the size of the net liability positions and credit ratings. The aggregate fair value of all derivatives with credit-risk-related contingent features that were in a net liability position at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 29, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, was ~~$344~~$233 million, ~~$132~~$350 million, and ~~$81~~$250 million, respectively. In accordance with the limits established in these agreements, the Company posted ~~$32~~$8 million and $59 million in cash collateral at ~~April 29, 2018.~~January 27, 2019 and October 28, 2018, respectively. No cash collateral was posted ~~or received~~ at ~~either October 29, 2017 or April 30, 2017.~~

January 28, 2018.

Derivatives are recorded without offsetting for netting arrangements or collateral. The impact on the derivative assets and liabilities related to netting arrangements and any collateral received or paid in millions of dollars follows:


	Gross Amounts		Netting		Cash Collateral				Gross Amounts		Netting		Collateral
April 29, 2018	Recognized		Arrangements		Received/Paid		Net Amount
January 27, 2019									Recognized		Arrangements		Paid		Net Amount
Assets	$	194	$	(74)			$	120	$	138	$	(75)			$	63
Liabilities		371		(74)	$	(32)		265		298		(75)	$	(8)		215


	Gross Amounts		Netting		Cash Collateral			Gross Amounts		Netting		Collateral
October 29, 2017	Recognized		Arrangements		Received/Paid	Net Amount
October 28, 2018								Recognized		Arrangements		Paid		Net Amount
Assets	$	235	$	(65)		$	170	$	168	$	(65)			$	103
Liabilities		158		(65)			93		399		(65)	$	(59)		275


	Gross Amounts		Netting		Cash Collateral			Gross Amounts		Netting		Collateral
April 30, 2017	Recognized		Arrangements		Received/Paid	Net Amount
January 28, 2018								Recognized		Arrangements		Paid	Net Amount
Assets	$	216	$	(54)		$	162	$	133	$	(70)		$	63
Liabilities		131		(54)			77		374		(70)			304

~~(17)~~(18) Stock Option and Restricted Stock Awards

In December ~~2017,~~2018, the Company granted stock options to employees for the purchase of ~~476~~402 thousand shares of common stock at an exercise price of ~~$151.95~~$148.14 per share and a binomial lattice model fair value of ~~$39.11~~$46.96 per share at the grant date. At ~~April 29, 2018,~~January 27, 2019, options for ~~9.1~~8.6 million shares were outstanding with a weighted-average exercise price of ~~$86.73~~$90.57 per share. The Company also granted ~~403~~401 thousand restricted stock units to employees ~~and non-employee directors~~ in the first ~~six~~three months of ~~2018,~~2019, of which ~~318~~316 thousand are subject to service based only conditions and 85 thousand are subject to performance/service based conditions. The ~~weighted-average~~ fair value of the service based only units at the grant date was ~~$152.07~~$148.14 per unit based on the market price of a share of underlying common stock. The ~~weighted-average~~ fair value of the performance/service based units at the grant date was ~~$145.33~~$139.37 per unit based on the market price of a share of underlying common stock excluding dividends. At ~~April 29, 2018,~~January 27, 2019, the Company was authorized to grant an additional ~~10.0~~8.3 million shares related to stock option and restricted stock awards.

(19)Acquisitions

~~(18)On December 1, 2017,~~In September 2018, the Company acquired ~~Wirtgen, which was~~PLA, a ~~privately-held international company~~privately held manufacturer of sprayers, planters, and specialty products for agriculture. PLA is ~~the leading manufacturer worldwide of road construction equipment. Headquartered~~based in ~~Germany, Wirtgen has six brands across the road construction sector spanning processing, mixing, paving, compaction,~~Argentina, with manufacturing facilities in Las Rosas, Argentina and ~~rehabilitation. Wirtgen sells products in more than 100 countries and had approximately 8,200 employees at the acquisition date.~~

Canoas, Brazil. The total cash purchase price before the final adjustment, net of cash acquired of ~~$197~~$1 million, was ~~$5,130~~$74 million ~~a portion of which is held in~~with $4 million retained by the Company as escrow to secure ~~certain~~ indemnity ~~obligations of Wirtgen.~~obligations. In addition to the cash purchase price, the Company assumed $1,717 million in liabilities, which represented substantially all of Wirtgen’s liabilities. The Company financed the acquisition and associated transaction expenses from a combination of cash and new debt financing, which consisted of medium-term notes, including €850 million issued in September 2017.

The preliminary fair values assigned to the assets and liabilities of the acquired entity in millions of dollars, which is based on information as of the acquisition date and available at April 29, 2018 follows:

Trade accounts and notes receivable

$
457

Financing receivables

43

Financing receivables securitized

125

Other receivables

100

Inventories

1,538

Property and equipment

757

Goodwill

2,060

Other intangible assets

1,458

Deferred income taxes

96

Other assets

221

Total assets

$
6,855

Short-term borrowings

$
285

Short-term securitization borrowings

127

Accounts payable and accrued expenses

725

Deferred income taxes

502

Long-term borrowings

50

Retirement benefits and other liabilities

28

Total liabilities

$
1,717

Noncontrolling interests

$
8

During the second quarter of 2018, measurement period adjustments decreased the total assets by $8 million, total liabilities by $7 million, and noncontrolling interests by $1 million. The Company continues to review the fair value of the assets and liabilities acquired, which may be updated during the measurement period.

~~The identifiable intangible assets’ preliminary fair values in millions of dollars and weighted-average useful lives in years follows:~~

Weighted-Average
Useful Lives

Preliminary
Fair Values

Customer lists and relationships

16

$
534

Technology, patents, trademarks, and other

19

$
924

The goodwill was the result of future cash flows and related fair value of Wirtgen exceeding the fair value of the identified assets and liabilities. The goodwill is not expected to be deductible for income tax purposes and is included in the construction and forestry segment.

Wirtgen’s results were included in the Company’s consolidated financial statements beginning on the acquisition date. The results are incorporated using a 30-day lag period and are included in the construction and forestry segment. The net sales and revenues and operating profit (loss) included in the Company’s statement of consolidated income in the second quarter of 2018 and first six months of 2018 were $873 million and $1,127 million, and $41 million and $(51) million, respectively. The Company also recognized $3 million of acquisition related costs in the second quarter of 2018, which were recorded in selling, administrative and general expenses. In the first six months of 2018, the Company recognized $53 million of acquisition related costs, which were recorded $27 million in selling, administrative and general expenses and $26 million in other operating expenses.

~~The unaudited pro forma consolidated net sales and revenues and net income are prepared as if the acquisition closed at the beginning of fiscal year 2017 and follow in millions of dollars:~~

Three Months Ended

Six Months Ended

April 29

April 30

April 29

April 30

2018

2017

2018

2017

Net sales and revenues

$
10,720

$
9,045

$
18,098

$
15,253

Net income attributable to Deere & Company

$
1,310

$
837

$
877

$
942

The pro forma amounts have been calculated using policies consistent with the Company’s accounting policies and include the additional expense from the amortization from the allocated purchase price adjustments. The pro forma results exclude acquisition related costs incurred in both periods and assume the medium-term notes used to fund the acquisition were issued in fiscal year 2016 at the interest rate of the actual notes. In addition, the pro forma results for the second quarter and six months ended April 30, 2017 include nonrecurring pretax expenses of $102 million and $264 million, for the higher cost basis from the inventory fair value adjustment and $21 million and $42 million for the amortization of identifiable intangible assets. Anticipated synergies or other expected benefits of the acquisition are not included in the pro forma results. As a result, the unaudited pro forma financial information may not be indicative of the results for future operations or the results if the acquisition closed at the beginning of fiscal year 2017.

In March 2018, the Company acquired King Agro, a privately held manufacturer of carbon fiber technology products with headquarters in Valencia, Spain and a production facility in Campana, Argentina. The total cash purchase price, net of cash acquired of $3 million, was $41 million, excluding a loan to King Agro of $4 million that was forgiven on the acquisition date. In addition to the cash purchase price, the Company assumed $11$30 million of liabilities. The preliminary asset and liability fair values ~~are as follows:~~at the acquisition date in millions of dollars follow:

Trade accounts and notes receivable

$
4

Other receivables

3

Inventories

6

Property and equipment

5

Goodwill

25

Other intangible assets

13

Total assets

$
56

Short-term borrowings

$
2

Accounts payable and accrued expenses

4

Deferred income taxes

3

Long-term borrowings

2

Total liabilities

$
11


	September 2018
Trade accounts and notes receivable	$	3
Other receivables		14
Inventories		19
Property and equipment		1
Goodwill		46
Other intangible assets		20
Other assets		1
Total assets	$	104

Short-term borrowings	$	8
Accounts payable and accrued expenses		18
Deferred income taxes		4
Total liabilities	$	30

The identifiable ~~intangibles~~intangible assets were primarily related to ~~trade name~~technology, trademarks, and ~~technology,~~customer relationships, which have a weighted-average amortization period of 10five years.

The goodwill was the result of future cash flows and related fair values of the entity exceeding the fair value of the identified assets and liabilities, ~~which~~and is not expected to be deducted for tax purposes. The results of ~~King Agro~~PLA were included in the Company’s consolidated financial statements in the agriculture and turf segment since the date of acquisition. The pro forma results of operations as if the acquisition had occurred at the beginning of the prior fiscal year would not differ significantly from the reported results.

~~(19)~~In November 2017, the Company sold its construction and forestry retail locations in Florida. At the time of the sale, total assets were $93 million and liabilities were $1 million. The assets consisted of inventory of $61 million, property and equipment – net of $21 million, goodwill of $10 million, and $1 million of other assets. The liabilities consisted of $1 million of accounts payable and accrued expenses. The total proceeds from the sale will be approximately $105 million, with $55 million received in the first six months of 2018. The remaining sales price is due based on standard payment terms of new equipment sales to independent dealers. A pretax gain of $13 million was recorded in other income in the construction and forestry segment. After the sale, the Company sells equipment, service parts, and provides other services to the purchaser as an independent dealer.

3632


(20) SUPPLEMENTAL CONSOLIDATING DATA
STATEMENT OF INCOME
For the Three Months Ended April 29, 2018 and April 30, 2017
For the Three Months Ended January 27, 2019 and January 28, 2018
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES				EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2018		2017		2018		2017		2019		2018		2019		2018
Net Sales and Revenues
Net sales	$	9,747.0	$	7,259.8					$	6,940.9	$	5,973.9
Finance and interest income		27.8		18.7	$	812.5	$	716.4		23.4		11.5	$	866.2	$	777.0
Other income		202.9		339.6		64.9		61.0		214.9		196.5		60.4		62.7
Total		9,977.7		7,618.1		877.4		777.4		7,179.2		6,181.9		926.6		839.7

Costs and Expenses
Cost of sales		7,333.8		5,428.1						5,432.1		4,705.0
Research and development expenses		415.2		325.4						406.8		356.8
Selling, administrative and general expenses		799.5		644.1		141.5		141.3		644.5		590.5		121.3		116.2
Interest expense		78.2		67.0		231.2		169.4		71.5		96.0		287.1		194.1
Interest compensation to Financial Services		80.6		60.4						69.0		61.7
Other operating expenses		66.7		83.2		324.7		307.3		71.4		72.2		324.9		311.2
Total		8,774.0		6,608.2		697.4		618.0		6,695.3		5,882.2		733.3		621.5

Income of Consolidated Group before Income Taxes		1,203.7		1,009.9		180.0		159.4		483.9		299.7		193.3		218.2
Provision for income taxes		100.8		309.7		76.3		56.1
Income of Consolidated Group		1,102.9		700.2		103.7		103.3
Provision (credit) for income taxes										144.1		1,263.8		40.0		(206.3)
Income (Loss) of Consolidated Group										339.8		(964.1)		153.3		424.5

Equity in Income of Unconsolidated Subsidiaries and Affiliates
Financial Services		104.1		103.5		.4		.2		153.9		425.3		.6		.8
Other		2.7		4.6						5.9		4.1
Total		106.8		108.1		.4		.2		159.8		429.4		.6		.8
Net Income		1,209.7		808.3		104.1		103.5
Less: Net income (loss) attributable to noncontrolling interests		1.4		(.2)
Net Income Attributable to Deere & Company	$	1,208.3	$	808.5	$	104.1	$	103.5
Net Income (Loss)										499.6		(534.7)		153.9		425.3
Less: Net income attributable to noncontrolling interests										1.1		.4
Net Income (Loss) Attributable to Deere & Company									$	498.5	$	(535.1)	$	153.9	$	425.3

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the “Equipment Operations” and “Financial Services” have been eliminated to arrive at the consolidated financial statements.

3733

SUPPLEMENTAL CONSOLIDATING DATA (Continued)

STATEMENT OF INCOME

For the Six Months Ended April 29, 2018 and April 30, 2017

(In millions of dollars) Unaudited

EQUIPMENT OPERATIONS*

FINANCIAL SERVICES

2018

2017

2018

2017

Net Sales and Revenues

Net sales

$
15,721.0

$
11,957.7

Finance and interest income

39.4

40.0

$
1,589.4

$
1,403.7

Other income

399.3

597.6

127.7

119.2

Total

16,159.7

12,595.3

1,717.1

1,522.9

Costs and Expenses

Cost of sales

12,038.8

9,210.0

Research and development expenses

772.0

637.5

Selling, administrative and general expenses

1,390.2

1,189.3

257.7

264.7

Interest expense

174.2

133.8

425.3

318.1

Interest compensation to Financial Services

142.2

106.1

Other operating expenses

138.9

148.9

635.9

612.5

Total

14,656.3

11,425.6

1,318.9

1,195.3

Income of Consolidated Group before Income Taxes

1,503.4

1,169.7

398.2

327.6

Provision (credit) for income taxes

1,364.7

384.6

(130.0)

110.5

Income of Consolidated Group

138.7

785.1

528.2

217.1

Equity in Income of Unconsolidated Subsidiaries and Affiliates

Financial Services

529.4

217.9

1.2

.8

Other

6.8

3.7

Total

536.2

221.6

1.2

.8

Net Income

674.9

1,006.7

529.4

217.9

Less: Net income (loss) attributable to noncontrolling interests

1.7

(.8)

Net Income Attributable to Deere & Company

$
673.2

$
1,007.5

$
529.4

$
217.9

*~~Deere & Company with Financial Services on the equity basis.~~


SUPPLEMENTAL CONSOLIDATING DATA (Continued)	SUPPLEMENTAL CONSOLIDATING DATA (Continued)													SUPPLEMENTAL CONSOLIDATING DATA (Continued)
CONDENSED BALANCE SHEET	CONDENSED BALANCE SHEET													CONDENSED BALANCE SHEET
(In millions of dollars) Unaudited		EQUIPMENT OPERATIONS*						FINANCIAL SERVICES							EQUIPMENT OPERATIONS*						FINANCIAL SERVICES
		April 29		October 29		April 30		April 29		October 29		April 30			January 27		October 28		January 28		January 27		October 28		January 28
		2018		2017		2017		2018		2017		2017			2019		2018		2018		2019		2018		2018
Assets
Cash and cash equivalents		$	2,988.9	$	8,168.4	$	3,343.8	$	1,212.5	$	1,166.5	$	1,182.0		$	2,670.4	$	3,194.8	$	2,617.1	$	955.3	$	709.2	$	1,298.0
Marketable securities			16.9		20.2		118.1		462.4		431.4		428.2			8.7		8.2		17.6		514.8		481.9		444.7
Receivables from unconsolidated subsidiaries and affiliates			1,668.0		1,032.1		3,453.0									273.7		1,700.4		667.7
Trade accounts and notes receivable – net			1,515.9		876.3		742.9		6,436.0		4,134.1		4,867.3			1,177.4		1,373.7		1,051.3		5,746.4		4,906.4		4,907.1
Financing receivables – net			75.7						24,199.8		25,104.1		23,301.1			101.5		93.1		51.6		25,048.2		26,961.0		23,803.5
Financing receivables securitized – net			113.1						4,323.2		4,158.8		4,281.8			67.6		76.1		124.9		4,495.8		3,945.3		4,349.1
Other receivables			1,273.3		1,045.6		801.6		190.1		195.5		136.0			1,485.0		1,009.7		885.7		183.7		775.7		156.4
Equipment on operating leases – net									6,723.1		6,593.7		5,923.9									6,903.6		7,165.4		6,619.8
Inventories			6,888.9		3,904.1		4,114.8									7,401.9		6,148.9		6,614.2
Property and equipment – net			5,696.0		5,017.3		4,909.7		46.9		50.4		50.2			5,739.4		5,820.6		5,733.0		45.8		46.9		48.2
Investments in unconsolidated subsidiaries and affiliates			4,915.9		4,812.3		4,612.2		15.3		13.8		12.5			5,175.1		5,231.2		5,285.8		15.7		15.2		15.5
Goodwill			3,188.7		1,033.3		806.2									3,047.6		3,100.7		3,111.8
Other intangible assets – net			1,692.2		218.0		90.8									1,507.5		1,562.4		1,659.5
Retirement benefits			617.9		538.1		176.2		15.0		16.9		18.9			1,291.0		1,241.5		580.2		57.2		56.8		16.2
Deferred income taxes			2,065.5		3,098.8		3,651.1		76.4		79.8		76.3			1,507.1		1,502.6		2,248.7		70.3		69.4		80.1
Other assets			1,186.3		973.9		901.1		577.3		651.4		636.8			1,240.5		1,132.8		1,118.2		593.0		587.1		563.1
Total Assets		$	33,903.2	$	30,738.4	$	27,721.5	$	44,278.0	$	42,596.4	$	40,915.0		$	32,694.4	$	33,196.7	$	31,767.3	$	44,629.8	$	45,720.3	$	42,301.7

Liabilities and Stockholders’ Equity

Liabilities
Short-term borrowings		$	659.1	$	375.5	$	276.6	$	10,235.5	$	9,659.8	$	7,687.0		$	1,494.0	$	1,434.0	$	858.2	$	9,243.5	$	9,627.4	$	8,885.3
Short-term securitization borrowings			113.2						4,287.9		4,118.7		4,224.6			66.9		75.6		125.8		4,397.1		3,881.7		4,302.5
Payables to unconsolidated subsidiaries and affiliates			145.7		121.9		101.6		1,633.7		996.2		3,418.1			227.8		128.9		118.0		154.8		1,678.7		634.0
Accounts payable and accrued expenses			9,265.7		7,718.1		6,765.0		2,030.8		1,827.1		1,587.1			8,710.9		9,382.5		7,894.3		1,820.6		2,055.7		1,876.9
Deferred income taxes			462.9		115.6		89.7		523.2		857.7		764.8			470.2		496.8		491.2		798.5		823.0		551.6
Long-term borrowings			5,536.5		5,490.9		4,520.4		20,742.1		20,400.4		18,732.7			4,712.4		4,713.9		5,572.5		23,142.8		22,523.5		20,849.3
Retirement benefits and other liabilities			7,285.5		7,341.9		8,260.4		95.6		92.9		91.7			5,665.5		5,659.8		7,428.4		93.4		91.2		94.8
Total liabilities			23,468.6		21,163.9		20,013.7		39,548.8		37,952.8		36,506.0			21,347.7		21,891.5		22,488.4		39,650.7		40,681.2		37,194.4

Commitments and contingencies (Note 14)
Commitments and contingencies (Note 15)
Redeemable noncontrolling interest			14.6		14.0		14.0									14.0		14.0		14.0

Stockholders’ Equity
Common stock, $1 par value (issued shares at April 29, 2018 – 536,431,204)			4,423.4		4,280.5		4,165.4		2,099.1		2,099.1		2,079.1
Common stock, $1 par value (issued shares at January 27, 2019 – 536,431,204)																4,511.5		4,474.2		4,374.0		2,099.5		2,099.5		2,099.1
Common stock in treasury			(15,425.9)		(15,460.8)		(15,521.0)									(16,422.1)		(16,311.8)		(15,404.3)
Retained earnings			25,586.0		25,301.3		24,535.8		2,872.4		2,782.0		2,608.1			27,816.3		27,553.0		24,571.9		3,219.0		3,257.2		3,169.0
Accumulated other comprehensive income (loss)			(4,173.2)		(4,563.7)		(5,495.5)		(242.3)		(237.5)		(278.2)			(4,577.9)		(4,427.6)		(4,289.0)		(339.4)		(317.6)		(160.8)
Total Deere & Company stockholders' equity			10,410.3		9,557.3		7,684.7		4,729.2		4,643.6		4,409.0			11,327.8		11,287.8		9,252.6		4,979.1		5,039.1		5,107.3
Noncontrolling interests			9.7		3.2		9.1									4.9		3.4		12.3
Total stockholders’ equity			10,420.0		9,560.5		7,693.8		4,729.2		4,643.6		4,409.0			11,332.7		11,291.2		9,264.9		4,979.1		5,039.1		5,107.3
Total Liabilities and Stockholders’ Equity		$	33,903.2	$	30,738.4	$	27,721.5	$	44,278.0	$	42,596.4	$	40,915.0		$	32,694.4	$	33,196.7	$	31,767.3	$	44,629.8	$	45,720.3	$	42,301.7

* Deere & Company with Financial Services on the equity basis.

The supplemental consolidating data is presented for informational purposes. Transactions between the "Equipment Operations" and "Financial Services" have been eliminated to arrive at the consolidated financial statements.

3934


SUPPLEMENTAL CONSOLIDATING DATA (Continued)
STATEMENT OF CASH FLOWS
For the Six Months Ended April 29, 2018 and April 30, 2017
For the Three Months Ended January 27, 2019 and January 28, 2018
(In millions of dollars) Unaudited	EQUIPMENT OPERATIONS*				FINANCIAL SERVICES				EQUIPMENT OPERATIONS*				FINANCIAL SERVICES
	2018		2017		2018		2017		2019		2018		2019		2018
Cash Flows from Operating Activities
Net income	$	674.9	$	1,006.7	$	529.4	$	217.9
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)									$	499.6	$	(534.7)	$	153.9	$	425.3
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Provision (credit) for credit losses		9.2		(.2)		17.6		32.8		(.7)		.8		3.2		1.7
Provision for depreciation and amortization		483.8		427.0		529.3		476.9		259.8		232.4		276.3		261.6
Gain on sale of affiliates and investments		(13.2)		(281.4)
Gain on sales of businesses												(13.2)
Undistributed earnings of unconsolidated subsidiaries and affiliates		(93.8)		59.8		(1.0)		(.6)		39.4		(392.9)		(.6)		(.8)
Provision (credit) for deferred income taxes		934.5		(118.8)		(330.2)		18.4		(30.7)		786.4		(25.0)		(306.7)
Changes in assets and liabilities:
Trade receivables		(188.5)		(87.7)
Trade receivables and Equipment Operations' financing receivables										185.5		295.1
Inventories		(1,439.5)		(771.8)						(1,289.7)		(1,099.7)
Accounts payable and accrued expenses		578.0		200.0		84.2		18.0		(535.0)		(735.7)		(12.0)		8.9
Accrued income taxes payable/receivable		147.4		191.5		5.6		3.6		(428.6)		453.1		526.5		(28.0)
Retirement benefits		62.7		111.0		4.9		4.6		(6.4)		63.2		2.1		2.4
Other		(106.1)		(49.2)		72.0		104.8		(127.0)		(36.6)		47.3		65.9
Net cash provided by operating activities		1,049.4		686.9		911.8		876.4
Net cash provided by (used for) operating activities										(1,433.8)		(981.8)		971.7		430.3

Cash Flows from Investing Activities
Collections of receivables (excluding trade and wholesale)						9,486.7		8,833.8						5,885.4		5,601.4
Proceeds from maturities and sales of marketable securities		3.6		7.9		20.2		33.4		3.1		2.7		4.8		10.4
Proceeds from sales of equipment on operating leases						748.6		786.4						370.8		339.6
Proceeds from sales of businesses and unconsolidated affiliates, net of cash sold		55.0		113.9
Proceeds from sales of businesses, net of cash sold												49.7
Cost of receivables acquired (excluding trade and wholesale)						(8,918.8)		(8,238.0)						(4,447.7)		(4,368.5)
Acquisitions of businesses, net of cash acquired		(5,171.1)										(5,129.7)
Purchases of marketable securities						(62.8)		(43.7)		(2.1)				(29.4)		(24.3)
Purchases of property and equipment		(351.6)		(252.2)		(.6)		(.8)		(297.2)		(176.0)		(.2)		(.3)
Cost of equipment on operating leases acquired						(1,409.3)		(1,355.6)						(505.0)		(553.8)
Increase in trade and wholesale receivables						(2,293.8)		(1,012.7)						(1,021.1)		(601.9)
Other		44.2		(18.1)		(47.0)		(.6)		(6.6)		57.6		25.3		(9.5)
Net cash used for investing activities		(5,419.9)		(148.5)		(2,476.8)		(997.8)
Net cash provided by (used for) investing activities										(302.8)		(5,195.7)		282.9		393.1

Cash Flows from Financing Activities
Increase (decrease) in total short-term borrowings		(67.1)		(7.4)		266.2		190.5		88.4		132.9		387.9		(668.4)
Change in intercompany receivables/payables		(641.6)		(287.5)		641.6		287.5		1,526.1		388.1		(1,526.1)		(388.1)
Proceeds from long-term borrowings		107.1		19.1		3,970.6		2,642.5		91.5		77.8		2,119.6		2,184.3
Payments of long-term borrowings		(85.3)		(24.7)		(2,803.4)		(2,717.5)		(142.1)		(68.0)		(1,799.2)		(1,803.2)
Proceeds from issuance of common stock		198.6		383.6						51.1		143.0
Repurchases of common stock		(60.6)		(6.2)						(143.9)		(9.7)
Dividends paid		(386.9)		(379.5)		(439.1)		(280.2)		(220.3)		(193.0)		(200.0)		(38.2)
Other		(25.5)		(25.8)		(18.5)		(13.9)		(23.4)		(17.5)		(6.9)		(9.2)
Net cash provided by (used for) financing activities		(961.3)		(328.4)		1,617.4		108.9		1,227.4		453.6		(1,024.7)		(722.8)

Effect of Exchange Rate Changes on Cash and Cash Equivalents		152.3		(6.7)		(6.4)		(.8)
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash										(11.8)		173.7		(1.1)		24.9

Net Increase (Decrease) in Cash and Cash Equivalents		(5,179.5)		203.3		46.0		(13.3)
Cash and Cash Equivalents at Beginning of Period		8,168.4		3,140.5		1,166.5		1,195.3
Cash and Cash Equivalents at End of Period	$	2,988.9	$	3,343.8	$	1,212.5	$	1,182.0
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash										(521.0)		(5,550.2)		228.8		125.5
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period										3,201.8		8,174.4		813.5		1,292.4
Cash, Cash Equivalents, and Restricted Cash at End of Period									$	2,680.8	$	2,624.2	$	1,042.3	$	1,417.9

* Deere & Company with Financial Services on the equity basis.

4035

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Overview

Organization

The Company’s equipment operations generate revenues and cash primarily from the sale of equipment to John Deere dealers and distributors. The equipment operations manufacture and distribute a full line of agricultural equipment; a variety of commercial and consumer equipment; and a broad range of equipment for construction, road building, and forestry. The Company’s financial services primarily provide credit services, which mainly finance sales and leases of equipment by John Deere dealers and trade receivables purchased from the equipment operations. In addition, financial services offers extended equipment warranties. The information in the following discussion is presented in a format that includes information grouped as consolidated, equipment operations, and financial services. The Company also views its operations as consisting of two geographic areas, the U.S. and Canada, and outside the U.S. and Canada. The Company’s operating segments consist of agriculture and turf, construction and forestry, and financial services.

Trends and Economic Conditions

Industry sales of agricultural machinery in the U.S. and Canada are forecast to ~~increase approximately 10~~be about the same to 5 percent ~~for~~higher, compared to 2018. Industry sales in the European Union (EU)28 member nations are forecast to ~~increase approximately 5 percent.~~be about the same in 2019. In South America, industry sales of tractors and combines are projected to be about the same ~~or increase about~~to 5 ~~percent.~~percent higher from 2018 levels. Asian sales are forecast to be about the same or decrease slightly in ~~line with 2017.~~2019. Industry sales of turf and utility equipment in the U.S. and Canada are expected to be about the same ~~or increase~~to 5 percent higher for ~~2018.~~2019. The Company’s agriculture and turf segment sales increased 2210 percent in the ~~second~~first quarter and ~~20 percent for the first six months. These sales~~ are forecast to increase about 144 percent for fiscal year ~~2018.~~2019. Construction equipment markets reflect ~~continued improvement in demand driven by higher housing starts in the U.S., increased activity in the oil and gas sector,~~generally positive fundamentals and economic growth worldwide. In forestry, global industry sales are expected to be up about 5 to 10 ~~percent.~~percent higher. The Company’s construction and forestry segment sales increased 8431 percent in the ~~second~~first quarter, ~~and 73 percent for the first six~~with two additional months ~~with~~of Wirtgen adding 6024 percent, and ~~44 percent for the respective periods. These sales~~ are forecast to increase about 8313 percent in ~~2018,~~2019, with two additional months of Wirtgen adding 564 percent to the segment’s sales. Net income attributable to Deere & Company for the Company’s financial services operations is forecast to be approximately ~~$800~~$630 million in ~~2018, which includes a provisional income tax benefit of $229 million associated with tax reform.~~2019.

Items of concern include the uncertainty of the effectiveness of governmental actions in respect to monetary and fiscal policies, the impact of sovereign debt, eurozone and Argentine issues, capital market disruptions, trade agreements, ~~labor supply issues,~~ changes in demand and pricing for used equipment, and geopolitical events. Significant fluctuations in foreign currency exchange rates and volatility in the price of many commodities could also impact the Company’s results.

The ~~Company reported~~Company’s results were negatively impacted by higher ~~second quarter net sales~~costs for raw materials and net income from strengthening demand. Farm machinery sales in both North and South America are improving and construction equipment sales are continuing to increase sharply. The Company made significant progress working with suppliers to increase production, but is experiencing higher raw material and freight costs. The more durable business modellogistics, as well as ~~investments~~concerns over tariffs and trade policies, causing farmers to become more cautious about making major purchases. Sales of construction and forestry machinery continued at a strong pace. Despite uncertainty in ~~new products and businesses allows~~some key markets, the Company forecasts strong financial results in 2019. This is due to ~~remain confident~~an expectation that cost pressures should abate as the year progresses, a more flexible cost structure, an expanded global customer base, and leadership in the ~~present direction~~latest precision technologies. Customers are responding favorably to the advanced features and ~~believe~~technology in the new products. The Company believes it ~~will continue~~is well positioned to ~~deliver~~achieve its financial goals and on track for delivering solid operating performance and significant value to its customers and ~~investors.~~investors in the future.

~~2018~~2019 Compared with ~~2017~~2018

~~Net~~The following table provides the net income (loss) attributable to Deere & Company ~~was $1,208 million, or $3.67~~in millions of dollars and diluted earnings per share for the second quarter of 2018, compared with $808.5 million, or $2.50 per share, for the same period last year. For the first six months of 2018, net income attributable to Deere & Company was $673.2 million, or $2.05 per share, compared with $1,007 million, or $3.14 per share, last year. Affecting results for the second quarter and first six months of 2018 were provisional adjustments to the provision for income taxes due to tax reform. Second quarter results included a favorable net adjustment to provisional income tax expense of $174 million, while the first six months reflected an unfavorable net provisional income tax expense of $803 million (see Note 8).in dollars:


	Three Months Ended
	January 27		January 28
	2019		2018
Net income (loss) attributable to Deere & Company	$	498.5	$	(535.1)
Diluted earnings per share		1.54		(1.66)

4136

~~Worldwide~~Affecting 2018 net income were discrete charges to the provision for income taxes of $977 million due to tax reform.

The worldwide net sales and revenues, ~~increased 29 percent to $10,720 million~~price realization, and the effect of currency translation for ~~the second quarter this year, compared with $8,287 million a year ago, and increased 27 percent to $17,633 million for the first six months, compared with $13,912 million last year. Net sales of the~~ worldwide, equipment operations increased 34 percent to $9,747 million for the second quarter and 31 percent to $15,721 million for the first six months, compared with $7,260 million and $11,958 million for the same periods last year. The Company’s acquisition of Wirtgen in December 2017 (see Note 18) added 12 percent to net sales for the quarter and 9 percent for the first six months. Equipment net sales in the U.S. and Canada, ~~increased 27 percent for the second quarter~~ and ~~26 percent year to date, with Wirtgen adding 5 percent and 3 percent for the respective periods. Outside the~~outside U.S. and Canada net sales increased 45 percent for the second quarter and 40 percent for the first six months, with Wirtgen adding 23 percent and 19 percent for both periods. Net sales included a favorable currency translation effectin millions of ~~7 percent for the second quarter and 6 percent for the first six months.~~dollars follows:


	Three Months Ended
	January 27		January 28
	2019		2018		% Change
Worldwide net sales and revenues	$	7,984	$	6,913	15%
Worldwide equipment operations net sales		6,941		5,974	16%
Price realization					5%
Currency translation (unfavorable)					-3%
Wirtgen - two additional months					7%

U.S. and Canada equipment operations net sales		4,123		3,465	19%
Currency translation (unfavorable)					-1%
Wirtgen - two additional months					2%

Outside U.S. and Canada equipment operations net sales		2,818		2,509	12%
Currency translation (unfavorable)					-6%
Wirtgen - two additional months					14%

The Company’s equipment operations ~~reported~~ operating profit and net income (loss) and financial services operations net income follow in millions of ~~$1,315 million for the second quarter of 2018~~dollars:


	Three Months Ended
	January 27		January 28
	2019		2018		% Change
Equipment operations operating profit	$	577	$	419	38%
Equipment operations net income (loss)		340		(964)
Financial services net income		154		425	-64%

The discussion on net sales and ~~$1,734 million for the first six months, compared with $1,120 million and $1,375 million, respectively, last year. Wirtgen, whose results~~operating profit are included in ~~these amounts, had operating profit~~the Business Segment Results below. Tax reform resulted in a discrete charge to the equipment operations 2018 provision for income taxes of ~~$41~~$1,239 million and a discrete benefit to the financial services 2018 provision for income taxes of $262 million.

Business Segment Results

Agriculture and Turf. The agriculture and turf segment results in millions of dollars follow:


	Three Months Ended
	January 27		January 28
	2019		2018		% Change
Net sales	$	4,681	$	4,243	10%
Operating profit		348		387	-10%
Operating margin		7.4%		9.1%

Segment sales for the quarter increased due to higher shipment volumes and ~~an operating loss of $51 million for the first six months. The Wirtgen year to date operating loss was attributable to~~price realization, partially offset by the unfavorable effects of ~~purchase accounting~~currency translation and ~~acquisition costs. Excluding Wirtgen results, the improvement for both periods was primarily driven by~~ higher ~~shipment volumes~~warranty related expenses. Operating profit declined mainly as a result of higher production costs, higher warranty related expenses, a less favorable product mix, and ~~lower warranty costs, partially offset by~~ higher research and development expenses, largely offset by price realization and higher production costs. The corresponding periods of 2017 included a gain on the sale of SiteOne Landscapes Supply, Inc. (SiteOne). Additionally, in the first six months of 2017 Deere incurred expenses associated with a voluntary employee-separation program.shipment volumes.

Net income of the Company’s equipment operations was $1,103 million for the second quarter and $139 million for the first six months, compared with $700 million and $785 million for the corresponding periods of 2017. In addition to the operating factors previously mentioned, the quarter was favorably affected by $207 million and the six month period unfavorably affected by $1,032 million due to provisional income tax adjustments related to tax reform.

The Company’s financial services operations reported net income attributable to Deere & Company of $104.1 million for the second quarter and $529.4 million for the first six months, compared with $103.5 million and $217.9 million for the same periods last year. Results for both periods benefited from a higher average portfolio, lower losses on lease residual values, and a lower provision for credit losses, partially offset by a less favorable financing spread. Additionally, provisional income tax adjustments related to tax reform had an unfavorable effect of $33.2 million for the quarter and a favorable effect of $228.8 million for six months.

~~Business Segment Results~~

~~Agriculture and Turf.~~ Segment sales increased 22 percent for the quarter and 20 percent for first six months due to higher shipment volumes and the favorable effects of currency translation. Operating profit was $1,056 million for the quarter and $1,443 million year to date, compared with respective totals of $1,009 million and $1,227 million for the same periods last year. Results for the quarter were helped by higher shipment volumes, partially offset by higher research and development expenses and production costs. For the first six months, results benefited from higher shipment volumes and lower warranty related expenses, partially offset by higher research and development expenses and production costs. Prior year periods benefited from gains on the SiteOne sale, while the first six months of last year were affected by voluntary employee-separation expenses.

~~Construction and Forestry.~~ Segment sales increased 84 percent for the quarter and 73 percent for six months, with Wirtgen adding 60 percent and 44 percent for the respective periods. Also helping sales for both periods were higher shipment volumes and the favorable effects of currency translation. Operating profit was $259 million for the quarter and $291 million for six months, compared with $111 million and $148 million last year. Wirtgen contributed operating profit of $41 million for the quarter and a six month operating loss of $51 million related to the effects of purchase accounting and acquisition costs. Excluding Wirtgen, the improvements were primarily driven by higher shipment volumes and lower warranty expenses, partially offset by higher production costs. Results for the first six months of last year also included voluntary employee-separation costs.

~~Financial Services.~~ The operating profit of the financial services segment was $179 million for the second quarter and $396 million for the first six months of 2018, compared with $158 million and $325 million in the same periods last year. Results for both periods benefited from a higher average portfolio, lower losses on lease residual values, and a lower provision for credit losses, partially offset by a less favorable financing spread. Total financial services revenues, including intercompany revenues, increased 13 percent to $877 million in the current quarter from $777 million in the second quarter of 2017 and increased 13 percent to $1,717 million in the first six months of 2018 compared to $1,523 million last year. The average balance of receivables and leases financed

4237

Construction and Forestry. The construction and forestry segment results in millions of dollars follow:

was 8 percent higher in the second quarter and 7 percent higher in the first six months of 2018, compared with the same periods last year. Interest expense increased 36 percent in the second quarter and 34 percent in the first six months of 2018

Three Months Ended

January 27

January 28

2019

2018

% Change

Net sales

$
2,260

$
1,731

31%

Operating profit

229

32

616%

Operating margin

10.1%

1.8%

Segment sales increased for the quarter primarily due to the inclusion of Wirtgen for the full quarter versus one month in the first quarter of 2018. The two additional months accounted for about 24 percent of the increase for the current quarter. Additionally, net sales increased due to price realization and higher shipment volumes, partially offset by the unfavorable effects of currency translation. Wirtgen’s operating profit was $14 million for the quarter compared with an operating loss of $92 million last year. Excluding Wirtgen, the improvement for the quarter was primarily driven by price realization, partially offset by higher production costs and a less favorable product mix.

Financial Services. The financial services segment revenue, interest expense, and operating profit in millions of dollars, along with the ratio of earnings to fixed charges follow:


	Three Months Ended
	January 27		January 28
	2019		2018		% Change
Revenue (including intercompany revenue)	$	927	$	840	10%
Interest expense		287		194	48%
Operating profit		192		217	-12%
Consolidated ratio of earnings to fixed charges		1.68		2.13	-21%

Operating profit decreased due to less favorable financing spreads, partially offset by income from a higher average portfolio. The average balance of receivables and leases financed was 7 percent higher in the first three months of 2019, compared with the same period last year. Interest expense increased 48 percent in the first quarter of 2019 primarily as a result of higher average borrowing rates and higher average borrowings. The financial services’ consolidated ratio of earnings to fixed charges was 1.79 to 1 for the second quarter this year, compared with 1.98 to 1 in the same period last year. The ratio was 1.95 to 1 for the first six months this year, compared to 2.08 to 1 for the same period last year.

The cost of sales to net sales ~~ratios for the second quarter~~ratio and ~~first six months~~other significant statement of ~~2018 were 75.2 percent and 76.6 percent, respectively, compared to 74.8 percent and 77.0 percent for the same periods last year.~~ consolidated income changes not previously discussed follow:


	Three Months Ended
	January 27		January 28
	2019		2018		% Change
Cost of sales to net sales		78.3%		78.8%

Research and development expenses	$	407	$	357	14%
Selling, administrative and general expenses		764		705	8%
Other operating expenses		351		343	2%

The ~~increase in the second quarter was primarily driven by the unfavorable effects~~cost of ~~purchase accounting related to Wirtgen (see Note 18) and higher production costs, partially offset by lower warranty costs. The improvement in the first six months was primarily~~sales ratio improved due to ~~lower warranty costs and the expenses incurred in 2017 associated with a voluntary employee-separation program, partially~~price realization, largely offset by higher production costs, unfavorable product mix, and ~~the unfavorable effects of purchase accounting~~higher warranty related ~~to Wirtgen.~~

~~Other income decreased in the second quarter and first six months of 2018 primarily due to the gains on the sale of a partial interest in SiteOne in 2017.~~expenses. Research and development expenses increased ~~in both periods~~ primarily as a result of spending to support new, advanced products and the impact of acquisitions. Selling, administrative and general expenses increased inprimarily as a result of the second quarter primarily due to the Wirtgen acquisition. These expenses increased in the first six months mainly due to the Wirtgen acquisition and acquisition related costs, and higher incentive compensation expenses, partially offset by voluntary employee-separation program expenses in 2017.impact of acquisitions. Other operating expenses ~~decreased in~~increased primarily as a result of the ~~second quarter primarily due to the favorable~~unfavorable effect of currency translation and ~~lower losses on lease residual values, partially offset by higher depreciation on operating leases. Other operating expenses increased in the first six months primarily due to~~ higher depreciation on operating leases, ~~and acquisition related costs,~~ partially offset by lower pension and postretirement benefit costs excluding the ~~favorable effect of currency translation and lower losses on lease residual values.~~service cost component.

Market Conditions and Outlook

Company equipment sales are projected to increase by about 307 percent for fiscal ~~2018 and by about 35 percent~~2019 compared with 2018. Included in the forecast are Wirtgen results for the ~~third quarter~~full fiscal year of 2019 compared with ~~the same periods of 2017. Of these amounts, Wirtgen is expected to add~~10 months in 2018. This adds about 121 percent to ~~Deere~~the Company’s net sales for the ~~full year and about 18 percent for the third quarter. Also included in the~~current year. The forecast isincludes a ~~positive~~negative foreign currency

translation effect of about 12 percent for the ~~year and third quarter.~~year. Net sales and revenues are ~~expected~~projected to increase by about 267 percent for fiscal ~~2018 with net~~2019. Net income attributable to Deere & Company is forecast to be about ~~$2,300~~$3,600 million. The Company’s net income forecast includes $803 million of provisional income tax expense associated with tax reform, representing discrete items for the remeasurement of the Company’s net deferred tax assets to the new U.S. corporate tax rate and a one-time deemed earnings repatriation tax. The current outlook for net income compares with previous guidance of $2,100 million, which included $977 million of provisional income tax expense.

Agriculture and Turf. The Company’s worldwide sales of agriculture and turf equipment are forecast to increase by about 144 percent for fiscal year ~~2018,~~2019, including a ~~positive~~negative currency translation effect of about 12 percent. Industry sales ~~for~~of agricultural equipment in the U.S. and Canada are forecast to be up about 10the same to 5 percent ~~for 2018, led~~higher, helped by higher demand for large and small equipment. Full year industry sales in the EU28 member nations are forecast to be up about ~~5 percent due to favorable~~the same as a result of drought conditions in ~~the dairy and livestock sectors.~~key markets. South American industry sales of tractors and combines are projected to be ~~flat~~about the same to up 5 percent higher benefiting from strength in Brazil. Asian sales are forecast to be ~~in line with last year.~~about the same to down slightly. Industry sales of turf and utility equipment in the U.S. and Canada are expected to be ~~flat~~about the same to up 5 percent higher for ~~2018~~.2019.

Construction and Forestry. The Company’s worldwide sales of construction and forestry equipment are anticipated to ~~be up~~increase about 8313 percent for ~~2018, including a positive~~2019, with foreign currency rates having an unfavorable translation effect of about 12 percent. The forecast includes a full year of Wirtgen ~~is expected to add~~sales, versus 10 months in fiscal 2018, with the two additional months adding about 564 percent to ~~the division’s~~division sales for the year. The outlook reflects ~~continued improvement in demand driven by higher housing starts in the U.S., increased activity in the oil and gas sector,~~generally positive fundamentals and economic growth worldwide. In forestry, global industry sales are expected to ~~be up about~~increase 5 to 10 percent mainly as a result of improved demand ~~throughout the world, led by North America.~~in EU28 countries and Russia.

Financial Services. Fiscal year ~~2018~~2019 net income attributable to Deere & Company for the financial services ~~segment~~operations is expected to be approximately ~~$800 million, including a provisional~~$630 million. Excluding the 2018 benefit from tax reform, net income ~~tax benefit of $229 million associated with tax reform. Results are~~is expected to benefit from a higher average portfolio, ~~and lower losses on lease residual values,~~ partially offset by less favorable financing spreads, a higher provision for credit losses, and ~~increased~~higher selling, administrative and general expenses. ~~The financial services net income outlook provided in the first quarter was $840 million. This forecast included a provisional tax benefit estimate of $262 million for remeasurement~~

~~of the segment’s net deferred tax liability to the new U.S. corporate tax rate and a one-time deemed earnings repatriation tax.~~

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements under “Overview,” “Market Conditions and Outlook,” and other forward-looking statements herein that relate to future events, expectations, and trends involve factors that are subject to change, and risks and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties could affect particular lines of business, while others could affect all of the Company’s businesses.

The Company’s agricultural equipment business is subject to a number of uncertainties including the factors that affect farmers’ confidence and financial condition. These factors include demand for agricultural products, world grain stocks, weather conditions, soil conditions, harvest yields, prices for commodities and livestock, crop and livestock production expenses, availability of transport for crops, trade restrictions and tariffs, global trade agreements (e.g, the North American Free Trade Agreement), the level of farm product exports (including concerns about genetically modified organisms), the growth and sustainability of non-food uses for some crops (including ethanol and biodiesel production), real estate values, available acreage for farming, the land ownership policies of governments, changes in government farm programs and policies, international reaction to such programs, changes in and effects of crop insurance programs, changes in environmental regulations and their impact on farming practices; changes in and effects of crop insurance programs, global trade agreements (including the North American Free Trade Agreement and the Trans-Pacific Partnership), trade restrictions and tariffs,practices, animal diseases and their effects on poultry, beef and pork consumption and prices, and crop pests and ~~diseases, and the level of farm product exports (including concerns about genetically modified organisms).~~diseases.

Factors affecting the outlook for the Company’s turf and utility equipment include consumer confidence, weather conditions, customer profitability, labor supply, consumer borrowing patterns, consumer purchasing preferences, housing starts and supply, infrastructure investment, spending by municipalities and golf courses, and consumable input costs.

Consumer spending patterns, real estate and housing prices, the number of housing starts, interest rates and the levels of public and non-residential construction are important to sales and results of the Company’s construction and forestry equipment. Prices for pulp, paper, lumber and structural panels are important to sales of forestry equipment.

All of the Company’s businesses and its results are affected by general economic conditions in the global markets and industries in which the ~~Company~~company operates; customer confidence in general economic conditions; government spending and taxing; foreign currency exchange rates and their volatility, especially fluctuations in the value of the U.S. dollar; interest rates; inflation and deflation rates; changes in weather patterns; the political and social stability of the global markets in which the ~~Company~~company operates; the effects of, or response to, terrorism and security threats; wars and other conflicts; natural disasters; and the spread of major epidemics.

Significant changes in market liquidity conditions, changes in the Company’s credit ratings and any failure to comply with financial covenants in credit agreements could impact access to funding and funding costs, which could reduce the Company’s earnings and cash flows. Financial market conditions could also negatively impact customer access to capital for purchases of the Company’s products and customer confidence and purchase decisions, borrowing and repayment practices, and the number and size of customer loan delinquencies and defaults. A debt crisis, in Europe or elsewhere, could negatively impact currencies, global financial markets, social and political stability, funding sources and costs, asset and obligation values, customers, suppliers, demand for equipment, and ~~Company~~company operations and results. The Company’s investment management activities could be impaired by changes in the equity, bond and other financial markets, which would negatively affect earnings.

The anticipated withdrawal of the United Kingdom from the European Union and the perceptions as to the impact of the withdrawal may adversely affect business activity, political stability and economic conditions in the United Kingdom, the European Union and elsewhere. The economic conditions and outlook could be further adversely affected by (i) the uncertainty concerning the timing and terms of the exit, (ii) new or modified trading arrangements between the United Kingdom and other countries, (iii) the risk that one or more other European Union countries could come under increasing pressure to leave the European Union, or (iv) the risk that the euro as the single currency of the Eurozone could cease to exist. Any of these developments, or the perception that any of these developments are likely to occur, could affect economic growth or business activity in the United Kingdom or the European Union, and could result in the relocation of businesses, cause business interruptions, lead to economic recession or depression, and impact the stability of the financial markets, availability of credit, currency exchange rates, interest rates, financial institutions, and political, financial and monetary systems. Any of these developments could affect our businesses, liquidity, results of operations and financial position.

Additional factors that could materially affect the Company’s operations, access to capital, expenses and results include changes in, uncertainty surrounding and the impact of governmental trade, banking, monetary and fiscal policies, including financial regulatory reform and its effects on the consumer finance industry, derivatives, funding costs and other areas, and governmental programs, policies, tariffs and sanctions in particular jurisdictions or for the benefit of certain industries or sectors; retaliatory actions to such changes in trade, banking, monetary and fiscal policies; actions by central banks; actions by financial and securities regulators; actions by environmental, health and safety regulatory agencies, including those related to engine emissions, carbon and other greenhouse gas emissions, noise and the effects of climate change; changes to GPS radio frequency bands or their permitted uses; changes in labor and immigration regulations; changes to accounting standards; changes in tax rates, estimates, laws and regulations and Company actions related thereto; changes to and compliance with privacy regulations; compliance with U.S. and foreign laws when expanding to new markets and otherwise; and actions by other regulatory bodies.

Other factors that could materially affect results include production, design and technological innovations and difficulties, including capacity and supply constraints and prices; the loss of or challenges to intellectual property rights whether through theft, infringement, counterfeiting or otherwise; the availability and prices of strategically sourced materials, components and whole goods; delays or disruptions in the Company’s supply chain or the loss of liquidity by suppliers; disruptions of infrastructures that support communications, operations or distribution; the failure of suppliers or the Company to comply with laws, regulations and Company policy pertaining to employment, human rights, health, safety, the environment, anti-corruption, privacy and data protection and other ethical business practices; events that damage the Company’s reputation or brand; significant investigations, claims, lawsuits or other legal proceedings; start-up of new plants and products; the success of new product initiatives; changes in customer product preferences and sales mix; gaps or limitations in rural broadband coverage, capacity and speed needed to support technology solutions; oil and energy prices, supplies and volatility; the availability and cost of freight; actions of competitors in the various industries in which the Company competes, particularly price discounting; dealer practices especially as to levels of new and used field inventories; changes in demand and pricing for used equipmentand resulting impacts on lease residual values; labor relations and contracts; changes in the ability to attract, train and retain qualified personnel; acquisitions and divestitures of businesses; greater than anticipated transaction costs; the integration of new businesses; the failure or delay in closing or realizing anticipated benefits of acquisitions, joint ventures or divestitures; the implementation of organizational changes; the failure to realize anticipated savings or benefits of cost reduction, productivity, or efficiency efforts; difficulties related to the conversion and implementation of enterprise resource planning systems; security breaches, cybersecurity attacks, technology failures and other disruptions to the Company’s and suppliers’ information technology infrastructure; changes in Company declared dividends and common stock issuances and repurchases; changes in the level and funding of employee retirement benefits; changes in market values of investment assets, compensation, retirement, discount and mortality rates which impact retirement benefit costs; and significant changes in health care costs.

The liquidity and ongoing profitability of John Deere Capital Corporation and other credit subsidiaries depend largely on timely access to capital in order to meet future cash flow requirements, and to fund operations, costs, and purchases of the Company’s products. If general economic conditions deteriorate or capital markets become more volatile, funding could be unavailable or insufficient. Additionally, customer confidence levels may result in declines in credit applications and increases in delinquencies and default rates, which could materially impact write-offs and provisions for credit losses.

The Company’s outlook is based upon assumptions relating to the factors described above, which are sometimes based upon estimates and data prepared by government agencies. Such estimates and data are often revised. The Company, except as required by law, undertakes no obligation to update or revise its outlook, whether as a result of new developments or otherwise. Further information concerning the Company and its businesses, including factors that could materially affect the Company’s financial results, is included in the Company’s other filings with the SEC (including, but not limited to, the factors discussed in Item 1A. Risk Factors of the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q).

Critical Accounting Policies

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

CAPITAL RESOURCES AND LIQUIDITY

The discussion of capital resources and liquidity has been organized to review separately, where appropriate, the Company’s consolidated totals, equipment operations, and financial services operations.

Consolidated

Negative cash flows from consolidated operating activities in the first ~~six~~three months of ~~2018~~2019 were ~~$1,222~~$1,651 million. This ~~cash outflow~~ resulted primarily from a seasonal increase in inventories, ~~and trade receivables, along with an increase in overall demand, partially offset by net income adjusted for non-cash provisions, an increase~~a decrease in accounts payable and accrued expenses, ~~a change in accrued income taxes payable/receivable,~~ and a change in net retirement benefits. Cash outflows from investing activities were $5,153 million in the first six months of 2018, primarily due to acquisitions of businesses, net of cash acquired, of $5,171 million (see Note 18), purchases of property and equipment of $352 million, and purchases of marketable securities exceeding proceeds from maturities and sales by $39 million. Partially offsetting these cash outflows were cash inflows from the collections of receivables (excluding receivables related to sales) and proceeds from sales of equipment on operating leases exceeding the cost of receivables and equipment on operating leases acquired by $422 million and the proceeds from the sales of businesses and affiliates, net of cash sold, of $55 million. Positive cash flows from financing activities were $1,095 million in the first six months of 2018 primarily due to an increase in borrowings of $1,388 million and proceeds from issuance of common stock of $199 million (resulting from the exercise of stock options), partially offset by dividends paid of $387 million and repurchases of common stock of $61 million. Cash and cash equivalents decreased $5,134 million during the first six months this year.

In the second quarter of 2018, a committee of the Company’s Board of Directors approved a voluntary $1,000 million contribution to its U.S. pension and postretirement plans in 2018. The Company contributed $50 million of the voluntary amount to its plans in the second quarter with the remainder anticipated during the third quarter. These voluntary contributions will result in a tax deduction applicable to the 2017 tax year.

Negative cash flows from consolidated operating activities in the first six months of 2017 were $164 million. The cash outflows resulted primarily from an increase in inventories due to higher overall demand and a seasonal increase in receivables related to sales, which were partially offset by net income adjusted for non-cash provisions and a change in accrued income taxes ~~payable/receivable, a change in net retirement benefits, and an increase in accounts~~ payable ~~and accrued expenses.~~/ receivable. Cash inflows from investing activities were ~~$301~~$969 million in the first ~~six~~three months of ~~2017,~~this year primarily due to collections of receivables (excluding receivables related to sales) and proceeds from sales of equipment on operating leases exceeding the cost of receivables and equipment on operating leases acquired by ~~$461~~$1,293 million, ~~and proceeds from the sales of businesses and unconsolidated affiliates, net of cash sold, of $114 million. Partially offsetting these cash inflows were cash outflows from~~partially offset by purchases of property and equipment of ~~$253~~$297 million. Positive cash flows from financing activities were ~~$61~~$403 million in the first ~~six~~three months of ~~2017~~2019 primarily due to an increase in borrowings of $746 million and proceeds from issuance of common stock of ~~$384~~$51 million (resulting from the exercise of stock options) ~~and an increase in borrowings of $103 million,~~, partially offset by dividends paid of ~~$380~~$220 million and repurchases of common stock of $144 million. Cash, ~~and~~ cash equivalents, ~~increased $190~~and restricted cash decreased $292 million during the first ~~six~~three months of ~~2017.~~this year.

Negative cash flows from consolidated operating activities in the first three months of 2018 were $1,296 million. This resulted primarily from a seasonal increase in inventories and a decrease in accounts payable and accrued expenses, which were partially offset by cash inflows from an increase in accrued income taxes payable / receivable, a net loss adjusted for non-cash provisions, and a change in net retirement benefits. Cash outflows from investing activities were $4,096 million in the first three months of 2018, primarily due to acquisitions of businesses, net of cash acquired, of $5,130 million and purchases of property and equipment of $176 million, partially offset by collections of receivables (excluding receivables related to sales) and proceeds from sales of equipment on operating leases exceeding the cost of receivables and equipment on operating leases acquired by $1,193 million and proceeds from sales of businesses, net of cash sold, of $50 million. Negative cash flows from financing activities were $231 million in the first three months of 2018, primarily due to dividends paid of $193 million and a decrease in borrowings of $145 million, partially offset by proceeds from issuance of common stock of $143 million (resulting from the exercise of stock options). Cash, cash equivalents, and restricted cash decreased $5,425 million during the first three months of 2018.

The Company has access to most global markets at a reasonable cost and expects to have sufficient sources of global funding and liquidity to meet its funding needs. Sources of liquidity for the Company include cash and cash equivalents, marketable securities, funds from operations, the issuance of commercial paper and term debt, the securitization of retail notes (both public and private markets), and committed and uncommitted bank lines of credit. The Company’s commercial paper outstanding at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 30, 2017,~~ and ~~April 30, 2017~~January 28, 2018 was ~~$3,481~~$3,760 million, ~~$3,439~~$3,857 million, and ~~$2,302~~$2,830 million, respectively, while the total cash and cash equivalents and marketable securities position was ~~$4,681~~$4,149 million, ~~$9,787~~$4,394 million, and ~~$5,072~~$4,377 million, respectively. The ~~decrease of $5,106 million during the first six months of 2018 is primarily due to the Wirtgen acquisition (see Note 18). The~~ total cash

and cash equivalents and marketable securities held by foreign subsidiaries, ~~in which earnings are considered indefinitely reinvested,~~ was ~~$1,137~~$2,076 million, ~~$3,386~~$2,433 million, and ~~$2,177~~$2,467 million at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 30, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively.

Lines of Credit. The Company also has access to bank lines of credit with various banks throughout the world. Worldwide lines of credit totaled ~~$8,073~~$8,352 million at ~~April 29, 2018, $4,019~~January 27, 2019, $3,740 million of which were unused. For the purpose of computing unused credit lines, commercial paper and short-term bank borrowings, excluding secured borrowings and the current portion of long-term borrowings, were primarily considered to constitute utilization. Included in the total credit lines at ~~April 29, 2018~~January 27, 2019 were 364-day credit facility agreements of $1,750 million, expiring in April 2019, and $750 million, expiring in October ~~2018, and $1,750 million expiring in April~~ 2019. In addition, total credit lines included long-term credit facility agreements of $2,500 million, expiring in April 2021, and $2,500 million, expiring in April 2022. These credit agreements require John Deere Capital Corporation (Capital Corporation) to maintain its consolidated ratio of earnings to fixed charges at not less than 1.05 to 1 for each fiscal quarter and the ratio of senior debt, excluding securitization indebtedness, to capital base (total subordinated debt and stockholder’s equity excluding accumulated other comprehensive income (loss)) at not more than 11 to 1 at the end of any fiscal quarter. The credit agreements also require the equipment operations to maintain a ratio of total debt to total capital (total debt and stockholders’ equity excluding accumulated other comprehensive income (loss)) of 65 percent or less at the end of each fiscal

quarter. Under this provision, the Company’s excess equity capacity and retained earnings balance free of restriction at ~~April 29, 2018~~January 27, 2019 was ~~$11,196~~$12,533 million. Alternatively under this provision, the equipment operations had the capacity to incur additional debt of ~~$20,793~~$23,275 million at ~~April 29, 2018.~~January 27, 2019. All of these requirements of the credit agreement have been met during the periods included in the financial statements.

Debt Ratings. To access public debt capital markets, the Company relies on credit rating agencies to assign short-term and long-term credit ratings to the Company’s securities as an indicator of credit quality for fixed income investors. A security rating is not a recommendation by the rating agency to buy, sell, or hold Company securities. A credit rating agency may change or withdraw Company ratings based on its assessment of the Company’s current and future ability to meet interest and principal repayment obligations. Each agency’s rating should be evaluated independently of any other rating. Lower credit ratings generally result in higher borrowing costs, including costs of derivative transactions, and reduced access to debt capital markets. The senior long-term and short-term debt ratings and outlook currently assigned to unsecured Company debt securities by the rating agencies engaged by the Company are as follows:


	Senior
	Long-Term	Short-Term	Outlook
Fitch Ratings	A	F1	Stable
Moody’s Investors Service, Inc.	A2	Prime-1	Stable
Standard & Poor’s	A	A-1	Stable

Trade accounts and notes receivable primarily arise from sales of goods to independent dealers. Trade receivables increased ~~$2,586~~$493 million during the first ~~six~~three months of ~~2018,~~2019, primarily due to ~~the Wirtgen acquisition,~~ a seasonal ~~increase, higher shipment volumes, and currency translation.~~increase. These receivables increased ~~$2,029~~$813 million, compared to a year ago, primarily due to ~~the Wirtgen acquisition,~~ higher shipment ~~volumes, and currency translation.~~volumes. The ratios of worldwide trade accounts and notes receivable to the last 12 months’ net sales were 2216 percent at ~~April 29, 2018,~~January 27, 2019, compared to 15 percent at October ~~30, 2017~~28, 2018 and 1917 percent at ~~April 30, 2017.~~January 28, 2018. Agriculture and turf trade receivables increased ~~$1,073~~$335 million and construction and forestry trade receivables increased ~~$956~~$478 million, compared to a year ago. The percentage of total worldwide trade receivables outstanding for periods exceeding 12 months was 1 percent at ~~April 29, 2018, 1~~January 27, 2019, 2 percent at October ~~30, 2017,~~28, 2018, and 2 percent at ~~April 30, 2017.~~January 28, 2018.

Deere & Company stockholders’ equity was ~~$10,410~~$11,328 million at ~~April 29, 2018,~~January 27, 2019, compared with ~~$9,557~~$11,288 million at October 30~~, 2017~~28, 2018 and ~~$7,685~~$9,253 million at ~~April 30, 2017.~~January 28, 2018. The increase of ~~$853~~$40 million during the first ~~six~~three months of ~~2018~~2019 resulted primarily from net income attributable to Deere & Company of ~~$673~~$498 million, an increase in common stock of $37 million, and a change in the retirement benefits adjustment of $20 million, partially offset by dividends declared of $243 million, a change in the cumulative translation adjustment of ~~$225 million, a change in the retirement benefits adjustment of $165 million, an increase in common stock of $143~~$161 million, and ~~a decrease~~an increase in treasury stock of ~~$35 million, partially offset by dividends declared of $390~~$110 million.

Equipment Operations

The Company’s equipment businesses are capital intensive and are subject to seasonal variations in financing requirements for inventories and certain receivables from dealers. The equipment operations sell a significant portion of their trade receivables to financial services. To the extent necessary, funds provided from operations are supplemented by external financing sources.

Cash ~~provided by~~used for operating activities of the equipment operations, including intercompany cash flows, in the first ~~six~~three months of ~~2018~~2019 was ~~$1,049~~$1,434 million. This resulted primarily from a seasonal increase in inventories, a decrease in

accounts payable and accrued expenses, and a change in accrued income taxes payable / receivable. Partially offsetting these operating cash outflows were cash inflows from net income adjusted for non-cash provisions ~~an increase in accounts payable and accrued expenses, a change in accrued income taxes payable/receivable,~~ and a ~~change~~decrease in ~~net retirement benefits. Partially offsetting these operating cash inflows were cash outflows from a seasonal increase in inventories~~trade and ~~trade~~financing receivables ~~along with an increase in overall demand.~~held by the equipment operations. Cash, ~~and~~ cash equivalents, and restricted cash decreased ~~$5,180~~$521 million in the first ~~six~~three months of ~~2018, primarily due to the Wirtgen acquisition of $5,130 million (see Note 18).~~2019.

Cash ~~provided by~~used for operating activities of the equipment operations, including intercompany cash flows, in the first ~~six~~three months of ~~2017~~2018 was ~~$687~~$982 million. This resulted primarily from ~~cash inflows from net income adjusted for non-cash provisions, an~~a seasonal increase in inventories and a decrease in accounts payable and accrued ~~expenses,~~expenses. Partially offsetting these operating cash outflows were a change in accrued income taxes ~~payable/~~payable / receivable, a decrease in trade and financing receivables held by the equipment operations, cash inflows from a net loss adjusted for non-cash provisions, and a change in net retirement benefits. ~~Partially offsetting these operating cash inflows were cash outflows from an increase in inventories and a seasonal increase in trade receivables.~~ Cash, ~~and~~ cash equivalents, ~~increased $203~~and restricted cash decreased $5,550 million in the first ~~six~~three months of ~~2017.~~2018, primarily due to the Wirtgen acquisition of $5,130 million.

Trade receivables held by the equipment operations ~~increased $640~~decreased $196 million during the first ~~six~~three months and increased ~~$773~~$126 million from a year ago. The ~~increase in both periods was due primarily to the Wirtgen acquisition. The~~

equipment operations sell a significant portion of their trade receivables to financial services. See the previous consolidated discussion of trade receivables.

Inventories increased by ~~$2,985~~$1,253 million during the first ~~six~~three months, primarily due to ~~the Wirtgen acquisition and~~ a seasonal increase. Inventories increased by ~~$2,774~~$788 million, compared to a year ago, primarily due to ~~the Wirtgen acquisition and~~ higher production volumes based on increased ~~demand.~~demand, partially offset by the effect of foreign currency translation. Most of these inventories are valued on the last-in, first-out (LIFO) method. The ratios of inventories on a first-in, first-out (FIFO) basis (see Note ~~12)~~13), which approximates current cost, to the last 12 months’ cost of sales were 3735 percent at ~~April 29, 2018,~~January 27, 2019, compared to 2730 percent at October ~~30, 2017~~28, 2018 and 3039 percent at ~~April 30, 2017.~~January 28, 2018.

Total interest-bearing debt of the equipment operations was ~~$6,309~~$6,273 million at ~~April 29, 2018,~~January 27, 2019, compared with ~~$5,866~~$6,224 million at October ~~30, 2017~~28, 2018 and ~~$4,797~~$6,557 million at ~~April 30, 2017.~~January 28, 2018. The ratios of debt to total capital (total interest-bearing debt and stockholders’ equity) were 3836 percent, 3836 percent, and 3841 percent at ~~April 29,~~January 27, 2019, October 28, 2018, ~~October 30, 2017,~~ and ~~April 30, 2017,~~January 28, 2018, respectively.

Property and equipment cash expenditures for the equipment operations in the first ~~six~~three months of ~~2018~~2019 were ~~$352~~$297 million, compared with ~~$252~~$176 million in the same period last year. Capital expenditures for the equipment operations in ~~2018~~2019 are estimated to be approximately ~~$925~~$1,150 million.

Financial Services

The financial services operations rely on their ability to raise substantial amounts of funds to finance their receivable and lease portfolios. Their primary sources of funds for this purpose are a combination of commercial paper, term debt, securitization of retail notes, equity capital, and borrowings from Deere & Company.

During the first ~~six~~three months of ~~2018,~~2019, the cash provided by operating ~~activities~~ and ~~financing~~investing activities was used ~~primarily to increase trade and wholesale receivables.~~for financing activities. Cash flows provided by operating activities, including intercompany cash flows, were ~~$912~~$972 million in the first ~~six months.~~three months of 2019. Cash ~~used for~~provided by investing activities totaled ~~$2,477~~$283 million in the first ~~six~~three months of ~~2018~~2019 primarily due to an increase in trade and wholesale receivables of $2,294 million and the cost of receivables (excluding trade and wholesale) and equipment on operating leases acquired exceeding the collection of these receivables and proceeds from sales of equipment on operating leases by $93 million. Cash provided by financing activities totaled $1,617 million, resulting primarily from an increase in external borrowings of $1,433 million and an increase in borrowings from Deere & Company of $642 million, partially offset by dividends paid to Deere & Company of $439 million. Cash and cash equivalents increased $46 million in the first six months of 2018.

During the first six months of 2017, the cash provided by operating activities was used primarily to increase leases and trade and wholesale receivables. Cash flows provided by operating activities, including intercompany cash flows, were $876 million in the first six months of 2017. Cash used for investing activities totaled $998 million in the first six months of 2017 primarily due to an increase in trade and wholesale receivables of $1,013 million, partially offset by the collection of receivables (excluding trade and wholesale) and proceeds from sales of equipment on operating leases exceeding the cost of ~~these~~ receivables and equipment on operating leases acquired by ~~$27~~$1,304 million, partially offset by an increase in trade and wholesale receivables of $1,021 million. Cash ~~provided by~~used for financing activities totaled ~~$109~~$1,025 million, resulting primarily from ~~an increase~~a decrease in borrowings from Deere & Company of ~~$288~~$1,526 million and ~~an increase in external borrowings of $116 million, partially offset by~~ dividends paid to Deere & Company of ~~$280~~$200 million, partially offset by an increase in external borrowings of $708 million. Cash, ~~and~~ cash equivalents, ~~decreased $13~~and restricted cash increased $229 million in the first ~~six~~three months of ~~2017.~~2019.

During the first three months of 2018, the cash provided by operating and investing activities was used for financing activities. Cash flows provided by operating activities, including intercompany cash flows, were $430 million in the first three months of 2018. Cash provided by investing activities totaled $393 million in the first three months of 2018 primarily due to the collection of receivables (excluding trade and wholesale) and proceeds from sales of equipment on operating leases exceeding the cost of receivables and equipment on operating leases acquired by $1,019 million, partially offset by an increase in trade and wholesale receivables of $602 million. Cash used for financing activities totaled $723 million, resulting primarily from a decrease in borrowings from Deere & Company of $388 million, a decrease in external borrowings of $287 million, and dividends paid to Deere & Company of $38 million. Cash, cash equivalents, and restricted cash increased $126 million in the first three months of 2018.

Receivables and leases held by the financial services operations consist of retail notes originated in connection with retail sales of new and used equipment by dealers of John Deere products, retail notes from non-Deere equipment

customers, trade receivables, wholesale notes, revolving charge accounts, credit enhanced international export financing generally involving John Deere products, and financing and operating leases. Total receivables and leases ~~increased $1,691~~decreased $784 million during the first ~~six months~~quarter of ~~2018~~2019 and increased ~~$3,308~~$2,515 million in the past 12 months. Acquisition volumes of receivables (excluding trade and wholesale) and leases were 81 percent higher in the first ~~six~~three months of ~~2018,~~2019, compared with the same period last year, as volumes of financing leases, retail notes, and revolving charge accounts ~~financing leases, and~~were higher, while volumes of operating leases were ~~all higher.~~lower. The amount of total trade receivables and wholesale notes increased compared to ~~both~~ October ~~30, 2017~~28, 2018 and ~~April 30, 2017.~~January 28, 2018. Total receivables and leases administered by the financial services operations, which include receivables administered but not owned, amounted to ~~$41,691~~$42,201 million at ~~April 29, 2018,~~January 27, 2019, compared with ~~$40,001~~$42,985 million at October ~~30, 2017~~28, 2018 and ~~$38,389~~$39,690 million at ~~April 30, 2017. At April 29, 2018, the unpaid balance of all receivables administered, but not owned, was $9 million, compared with $10 million at October 30, 2017 and $15 million at April 30, 2017.~~

January 28, 2018.

Total external interest-bearing debt of the financial services operations was ~~$35,266~~$36,783 million at ~~April 29, 2018,~~January 27, 2019, compared with ~~$34,179~~$36,033 million at October ~~30, 2017~~28, 2018 and ~~$30,644~~$34,037 million at ~~April 30, 2017.~~January 28, 2018. Total external borrowings have changed generally corresponding with the level of receivable and lease portfolio, the level of cash and cash equivalents, the change in payables owed to Deere & Company, and the change in investment from Deere & Company. The financial services operations’ ratio of interest-bearing debt to stockholder’s equity was ~~7.8~~7.4 to 1 at ~~April 29, 2018,~~January 27, 2019, compared with ~~7.6~~7.5 to 1 at October ~~30, 2017~~28, 2018 and ~~7.7~~6.8 to 1 at ~~April 30, 2017.~~January 28, 2018.

Capital Corporation has a revolving credit agreement to utilize bank conduit facilities to securitize retail notes (see Note ~~11)~~12). ~~At April 29,~~During November 2018, ~~this facility had~~the agreement was renewed with a total capacity, or “financing limit,” of $3,500 million of secured financings at any time. After a two-year revolving period, unless the banks and Capital Corporation agree to renew, Capital Corporation would liquidate the secured borrowings over time as payments on the retail notes are collected. At ~~April 29, 2018, $1,851~~January 27, 2019, $2,307 million of secured short-term borrowings ~~was~~were outstanding under the agreement.

In the first ~~six~~three months of ~~2018,~~2019, the financial services operations issued ~~$1,739~~$1,245 million and retired ~~$1,570~~$731 million of retail note securitization borrowings. In addition, during the first ~~six~~three months of ~~2018,~~2019, the financial services operations issued ~~$3,971~~$2,120 million and retired ~~$2,803~~$1,799 million of long-term borrowings, which were primarily medium-term notes.

Dividends ~~and Other Events~~

The Company’s Board of Directors at its meeting on ~~May 30, 2018~~February 27, 2019 declared a quarterly dividend of ~~$.69~~$.76 per share payable ~~August~~May 1, ~~2018,~~2019, to stockholders of record on ~~June~~March 29, ~~2018.~~

In May 2018, the Company sold seven construction and forestry retail locations in Michigan, Minnesota, and Wisconsin. At the time of the sale, total assets were approximately $90 million and liabilities were approximately $2 million. The total proceeds from the sale will be approximately $99 million, with $39 million received on the closing date. The remaining sales price is due based on standard payment terms of new equipment sales to independent dealers. A pretax gain of approximately $11 million will be recorded in other income in the construction and forestry segment. After the sale, the Company sells equipment, service parts, and provides other services to the purchaser as an independent dealer.2019.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the Company’s most recent annual report filed on Form 10-K (Part II, Item 7A). There has been no material change in this information.

Item 4. CONTROLS AND PROCEDURES

The Company’s principal executive officer and its principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) were effective as of ~~April 29, 2018,~~January 27, 2019, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act. During the ~~second~~first quarter, there were no changes that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

4944

PART II. OTHER INFORMATION

Item 1. 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 product liability (including asbestos-related liability), retail credit, employment, patent, and trademark matters. Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions that ~~the Company~~John Deere reasonably believes could exceed $100,000. The following matters are disclosed solely pursuant to that requirement: (a) on July 6, 2017, after self-reporting to the Iowa Department of Natural Resources, the Company received a Notice of Violation alleging that one Iowa facility location exceeded permitted emission ~~limits. The~~limits; the Company responded and is actively cooperating with the Iowa Department of Natural Resources to revise the permits and resolve the notice; ~~and~~ (b) on March 19, 2018, the Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável in Minas Gerais, Brazil issued a fine of approximately ~~$110,000~~$105,000 at current exchange rates against John Deere Equipamentos do Brasil in connection with an oil spill that occurred after an April 2016 roadway accident involving a Company ~~truck. An~~truck; an administrative defense has been filed to cancel the ~~fine.~~fine; and (c) on October 3, 2018, the Provincia Santa Fe Ministerio de Medio Ambiente issued a Notice of Violation to Industrias John Deere Argentina in connection with alleged groundwater contamination at the site; the Company continues to work with the appropriate authorities to implement corrective actions to remediate the site. The Company believes the reasonably possible range of losses for these ~~and other~~ unresolved legal actions would not have a material effect on its financial statements.

Item 1A. Risk Factors

See the Company’s most recent annual report filed on Form 10-K (Part I, Item 1A). There has been no material change in this information. The risks described in the annual report on Form 10-K, and the “Safe Harbor Statement” in this report, are not the only risks faced by the Company. Additional risks and uncertainties may also materially affect the Company’s business, financial condition, or operating results. One should not consider the risk factors to be a complete discussion of risks, uncertainties, and assumptions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s purchases of its common stock during the ~~second~~first quarter of ~~2018~~2019 were as follows:

Total Number of


Shares Purchased as

Maximum Number of

Total Number of

Part of Publicly

Shares that May Yet Be

Shares

Announced Plans or

Purchased under the

Purchased

Average Price

Programs (1)

Plans or Programs (1)

Period

(thousands)

Paid Per Share

(thousands)

(millions)

Jan 29 to Feb 25

23.7

Feb 26 to Mar 25

23.7

Mar 26 to Apr 29

342

$
148.62

342

23.3

Total

342

342


				Total Number of
				Shares Purchased as	Maximum Number of
	Total Number of			Part of Publicly	Shares that May Yet Be
	Shares			Announced Plans or	Purchased under the
	Purchased (2)	Average Price		Programs (1)	Plans or Programs (1)
Period	(thousands)	Paid Per Share		(thousands)	(millions)
Oct 29 to Nov 25					14.3
Nov 26 to Dec 23	499	$	148.21	388	14.0
Dec 24 to Jan 27	454		154.14	454	13.5
Total	953			842

(1)

During the ~~second~~first quarter of ~~2018,~~2019, the Company had a share repurchase plan that was announced in December 2013 to purchase up to $8,000 million of shares of the Company’s common stock. The maximum number of shares that may yet be purchased under these plans was based on the end of the ~~second~~first quarter closing share price of ~~$137.56~~$161.50 per share. At the end of the ~~second~~first quarter of ~~2018, $3,209~~2019, $2,184 million of common stock remained to be purchased under the plans.

(2)

In the first quarter of 2019, approximately 111 thousand shares were purchased from plan participants to pay payroll taxes on certain restricted stock awards. The shares were valued at a weighted-average market price of $147.26.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~Change in Control Program~~Amendments to Bylaws

On ~~May 29, 2018, the Compensation Committee of~~February 27, 2019, the Board of Directors ~~(the “Committee”)~~ of the Company ~~adopted~~approved certain amendments to the Company’s Change in Control Severance Program (the “Program”). The adoption of the amendments to the Program and corresponding changes to existing terms result from the Committee’s routine review of the Company’s executive compensation program and were approved after consultation and review with the Company’s independent compensation consultant.

bylaws, effective immediately. The amendments to the ~~Program, among other things, changed certain benefits to be paid under~~bylaws include the ~~Program and changed corresponding definitions. Specifically, the~~following: (i) amendments to provide for mandatory indemnification of directors and officers and procedural changes related to such indemnification; (ii) amendments to clarify that the ~~Program made the following changes, among other things:~~

~~A reduction in the severance multiplier for Tier 1 Participants from 3x to 2x;~~positions of Chairman and

~~A reduction in the continuation~~ of ~~welfare benefits (including health, life and disability insurance) for Tier 1 executives from 3 years to 2 years.~~

~~Following the amendments, the~~ Chief Executive Officer of the Company ~~would continue to receive severance benefits under~~need not be held by the ~~Program, including (i) base salary plus target bonus multiplied by 3~~same individual; and ~~(ii) continuation of welfare benefits (including health, life and disability insurance) for 3 years.~~(iii) amendments adopting gender neutral pronoun designations throughout the bylaws.

~~The amendments took effect immediately on May 29, 2018.~~ The foregoing description of the ~~Program~~Company’s bylaws is qualified in its entirety by reference to the ~~Amended~~full text of the amended bylaws, a copy of which is attached hereto as Exhibit 3.2 and ~~Restated Change in Control Severance Program filed as an exhibit hereto.~~incorporated herein by reference.

Item 6. Exhibits

Certain instruments relating to long-term borrowings constituting less than 10% of the registrant’s total assets are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant will file copies of such instruments upon request of the Commission.



3.1		Certificate of Incorporation, as amended (Exhibit 3.1 to Form 8-K of registrant dated February 26, 2010*)

3.2		Bylaws as amended ~~(Exhibit 3.1 to Form 8-K of registrant dated September 1, 2016*)~~

~~10.1~~	~~Amended and Restated Change in Control Severance Program of Deere & Company~~

12	~~Computation of ratio of earnings to fixed charges~~ on February 27, 2019

31.1		Rule 13a-14(a)/15d-14(a) Certification

31.2		Rule 13a-14(a)/15d-14(a) Certification

32		Section 1350 Certifications

101		Interactive Data File

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

5146

SIGNATURES

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


		DEERE & COMPANY


Date:	~~May 31, 2018~~February 28, 2019	By:	/s/ R.Rajesh Kalathur
			R.Rajesh Kalathur Senior Vice President, ~~and~~ Chief Financial Officer and Chief Information Officer
			(Principal Financial Officer and Principal Accounting Officer)

5247


	Three Months Ended April 29, 2018						Six Months Ended April 29, 2018
	Equipment Operations			Financial Services	Total		Equipment Operations			Financial Services	Total
Net deferred tax asset remeasurement	$	(158)	$	(19)	$	(177)	$	853	$	(314)	$	539
Deemed earnings repatriation tax		(49)		52		3		179		85		264
Total discrete tax expense (benefit)	$	(207)	$	33	$	(174)	$	1,032	$	(229)	$	803


	Fair Value *				Losses
					Three Months Ended		Six Months Ended
	April 29	October 29		April 30	April 29	April 30	April 29	April 30
	2018	2017		2017	2018	2017	2018	2017
Investments in unconsolidated affiliates		$	28


	Expense or	Three Months Ended				Six Months Ended
	OCI	April 29		April 30		April 29		April 30
	Classification	2018		2017		2018		2017
Fair Value Hedges:
Interest rate contracts	Interest	$	(118)	$	54	$	(254)	$	(154)

Cash Flow Hedges:
Recognized in OCI
(Effective Portion):
Interest rate contracts	OCI (pretax) *		6		(1)		14		2
Foreign exchange contracts	OCI (pretax) *		1		(3)		1		(2)

Reclassified from OCI
(Effective Portion):
Interest rate contracts	Interest *		1		(1)		1		(1)
Foreign exchange contracts	Other operating *				(3)				(2)

Recognized Directly in Income
(Ineffective Portion)			**		**		**		**

Not Designated as Hedges:
Interest rate contracts	Interest *	$	(5)	$	(4)
Foreign exchange contracts	Cost of sales		36		28	$	(12)	$	(12)
Foreign exchange contracts	Other operating *		164		15		(52)		(13)
Total not designated		$	195	$	39	$	(64)	$	(25)


Trade accounts and notes receivable	$	457
Financing receivables		43
Financing receivables securitized		125
Other receivables		100
Inventories		1,538
Property and equipment		757
Goodwill		2,060
Other intangible assets		1,458
Deferred income taxes		96
Other assets		221
Total assets	$	6,855

Short-term borrowings	$	285
Short-term securitization borrowings		127
Accounts payable and accrued expenses		725
Deferred income taxes		502
Long-term borrowings		50
Retirement benefits and other liabilities		28
Total liabilities	$	1,717

Noncontrolling interests	$	8

Weighted-Average
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