Good morning and welcome to the Deere’s fourth quarter earnings conference call. (Operator Instructions) I would now like to turn the call over to Ms. Marie Ziegler, Vice President, Investor Relations.

Good morning. Also on today's call are Mike Mack, our Chief Financial Officer, and Susan Karlix, Justin Merrimac, and Karen Thompson from Deere’s Investor Relations staff. Today we’ll take a closer look at Deere’s fourth quarter earnings, and then spend a few minutes talking about our markets and our outlook for 2009. After that we’ll open for your questions. Please note that slides are available to compliment the call this morning. They can be accessed on our website at www.johndeere.com. First a reminder. This call is being broadcast live on the Internet and recorded for future transmission and use by Deere, Thomson Reuters, and third parties. Participants in the call, including the Q&A session, agree that their likeness and remarks in all media may be stored and used as part of this earnings call. Today’s call includes forward-looking comments concerning the company’s projections, plans, and objectives for the future that are subject to important risks and uncertainties. Actual results might differ materially from those projected in these forward-looking statements. Additional information concerning factors that could cause actual results to differ materially is contained in the company’s most recent Form 8-K and periodic reports filed with the Securities and Exchange Commission. The company, except as required by law, undertakes no obligation to update or revise this forward-looking information. The call and the accompanying materials are not an offer to sell or a solicitation of offers to buy any of the company’s securities. This call also may include financial measures that are not in conformance with GAAP, that would be accounting principles generally accepted in the United States of America. Additional information concerning these measures, including reconciliations to comparable GAAP measures, is posted on our website at www.johndeere.com/financialreports under Other Information. Call participants should consider the other information on risks and uncertainties and non-GAAP measures in addition to the information presented on the call. And now for a closer look at the fourth quarter and our outlook, here’s Susan.

Today John Deere announced a fifth consecutive year of record net income and a sixth year of record sales. Our agricultural equipment operations did especially well, showing particularly strong growth in emerging parts of the world, such as South America and Russia. For the first time the company saw more than 50% of its AG sales come from markets outside the U.S. and Canada. Equally important, all of our businesses remain solidly profitable for the year in spite of a slowing economy. That, in itself, makes quite a statement about our success holding down costs and squeezing out assets. We are looking for another good performance in 2009 although, as noted in the earnings release, the volatility of today’s global financial market makes the forecasting process even more uncertain than usual. Let’s turn now to our review of the fourth quarter, starting with Slide 3. Net income for the quarter was $345.0 million on record fourth quarter equipment sales of $6.7 billion. The quarter included a charge for the closure of our factory in Welland, Ontario, Canada, as outlined in Slide 4. The approximately $35.0 million after-tax charge was not included in the earnings guidance provided in last quarter’s call on August 13. In the September release announcing the closing we estimated the total after-tax cost would be approximately $90.0 million, half in 2008 and the remainder in 2009. Primarily because of currency translation, the charge in the quarter turned out to be about $10.0 million lower than we expected and the total cost is now projected to be less as well, approximately $65.0 million after tax. The cost is shared on a 60/40 basis by the AG and Commercial & Consumer Equipment divisions. Turning to Slide 5, total world-wide equipment operations net sales were up 24% compared to the…

We are now ready to begin the Q&A portion of the call. As a reminder, in consideration of others, we ask that you limit yourself to one question and a follow-up. If you have additional questions we ask that you rejoin the queue.

(Operator Instructions) Your first question comes from Jamie Cook - Credit Suisse.

I’m just trying to get a little more color on your assumptions behind material costs for 2009. The wide range of $500.0 million to $900.0 million. I would assume that material costs should be less of a headwind in 2009, given where material costs have gone, so I’m trying to figure out why. Are there any major contracts that are locked into 2009 and is that hurting you and why aren’t we going back and trying to renegotiate with the buyers?

As you are thinking about material costs, recall that last year our cost increases for 2008 have been very much back-end loaded. We were like $50.0 million in the first quarter, $50.0 million in the second quarter, and then like $140.0 million and then $305.0 million in this quarter. So what you are seeing is really the effect of a pretty significant lag on the way up and then a corresponding on the way down. That is the primary driver. We don’t have a lot of activity, specifically, that would be locked in for 2009 yet. In fact, we are still negotiating our steel contracts and those would expire in January.

Are there any other major contracts that you are renegotiating now other than steel?

I think it is fair to observe that, again, with the pretty significant lag, that the pricing on our contracts does move with the market but it moves at a lagged pace and again, that really is the effects of what you are seeing in 2009.

If you look at the forecast for the coming year from the various experts, there is a tremendous range between people like the AMM on the one hand and global impact on the other. Quite a big variance in expectations.

To build on what Mike said, in the second half of the year, depending on whose forecast you are looking at, sheet steel could be anywhere from $500 to $900 a ton.

So it’s fair to assume you are taking a conservative approach to your material costs forecast.

I will let you draw that conclusion. But we also would tell you that the wide range really does reflect a period of unusual volatility that we have been in.

The $500.0 million to $900.0 million, does that, given the lag approach, should we see most of that hit in the first half of the year versus second half?

Absolutely. Like we were very low in terms of the rate of increase last year in the first part, this year you would expect to see pretty significant increases in the first and second quarters and then tapering off.

Your next question comes from Ann Duignan - JP Morgan.

On the revenue outlook guidance, AG revenues were up 43% in Q4 and yet for the full year 2009 expecting about 5%. Can you talk about the revenues particularly given the strength you are continuing to see in North America and then a bit more color on how you expect Brazil or South America to roll out, given not only do you have crops down there but you also have sugar cane and do you have government programs to help support equipment sales on the small farm size.

Absolutely. As you think about the AG division revenues, do bear in mind that there is, for 2009, a currency impact of about 8 points. So you might, if you were going to try to neutralize for that, you would be looking at sales guidance that would be up more like 13%. So you’ve got the currency impact. In terms of how the year plays out, clearly from what Susan said about the North American order AG book, big tractor sales looks pretty good, well into the year. She did reference, though, in Western Europe, where we have very solid order books in the first part of the year, we know that there are some countries where access to credit is developing and there is less confidence and so as we move into next year we are more cautious about that. We talked about the former Soviet Union, which has certainly been a market where we have seen a significant amount of growth, there we are talking sales being down moderately, although there is a great demand for agricultural equipment, access to credit and the cost has certainly had an impact on our farm customers there. And then South America, again the guidance for the industry, down 10% to 20%, heavily influenced by what is happening in Brazil. And while there is certainly good government support, just access to credit for operating inputs has taken its toll, and in some crops you are seeing a significant compression in margin. And then Argentina, another key market in that part of the world, we have seen that market slow as the result of dry weather activity in the early part of the planting season and in pockets it is still quite dry there, so we’re really pretty cautious.

So is it fair to say when you put all of that together that you are, at this point at least, forecasting negative growth in the back half of the year in AG?

I would say slightly. Again, you have got to take into account currency, but yes.

On your comment on the fact that you are not repurchasing shares, I understand that and think that is the prudent thing to be doing in this environment, however, maybe you could give us some color in terms of what would be the catalyst that you would need to see in order to get back into the market and repurchase shares? How do we think about it from a forecasting standpoint for 2009?

We have talked about this a little bit before and we have been very reluctant in the past to provide time tables or forecasts on share repurchase and I think we are going to continue that tradition. We think it provides more flexibility. We can reaffirm that we are not currently repurchasing shares but I am not going to be able to provide you much more color about our intentions as to a time table or the catalyst.

Let me ask it another way. As you look at your capital allocation, are there any other projected or forecast capital spending projects that you are considering revisiting, given the current environment?

We talked about the capital investments on wind are being reduced and I think that’s probably the most important one that would stand out. We are spending on the equipment side, particularly in the AG division, reflecting investments for new products, interim tier-4, and also reflecting our overall view of the prospects in the AG business. I think they are pretty flat in the other divisions in terms of capital investments.

Your next question comes from Robert Wertheimer - Morgan Stanley.

On South America, and in particular in Brazil, do you see risks in the upcoming harvester season or is it only post the harvest the farmers haven’t got the good crop, that tractor sales could fall so it’s really a back-end loaded risk?

I will answer for South America generally. We are seeing already a slowing in the market so it is really not only a back half phenomenon. We are seeing some immediate slowing.

And is that on combines, that I would think had been ordered a long time ago, or is that tractors?

On both products.

The only thing that was a real surprise was North America up 5% for the industry in 2009. You say large stuff is growing, small stuff is shrinking and your order books are obviously very strong in the larger equipment, so the difference between your strong order books and the up 5%, which is not terrible but not incredibly strong, is that simply the large/small mixed? Is that maybe capacity constraints for the industry? Is that risk of a downturn late in the year?

It really reflects mostly mix. Again, you’re seeing good levels of activity in the industry. But frankly, not the same rate of gain that certainly we would have seen last year. I can’t speak for industry capacity, for Deere we do have additional capacity coming on line in big combines, for example, but it’s not available yet. It will be available as we move into calendar 2009, so you don’t have a full year availability of that capacity. And if you will recall, at Waterloo, although we actually ordered machine tools almost a year ago in some cases, the capacity won’t fully be available to us until we get into 2010. So there is a little bit of effect there, but the bottom line is mostly just the mix, from the fact that the small stuff is very weak.

Your next question comes from Eli Lustgarten - Longbow Securities.

You did say you are not buying shares now, is that correct.

Correct.

The forecast for Brazil, South America, down 10% to 20%, that’s a unit forecast or is there currency involved in that?

I’m glad you asked that question. It gives me an opportunity to clarify. When we give you our industry outlook, it is dollar-weighted, but it strips out any effect of price and it strips out any effect of currency, so we are looking strictly at volumes, but it is not in units.

Can you talk about your 7% price assumption for the year? It’s hard to believe there is going to be much pricing in Construction & Forestry or the CCE business, so it implies that all the pricing is in AG. Is that correct? And you did announce 10% price increases for both tractor and combines. Are those holding and that’s why we get 7% for the weighted?

Let me start, your assumption is not correct. We do have price increases in Commercial & Consumer and in Construction & Forestry, but candidly, the rates of gain are probably not as high as they would be on the AG side. When you think about pricing, remember that you are looking at pricing for the full company, for the full division, the prices you cited are for big product, big tractors, big combines. There is not very much price increase on the small side of the house, small tractors, etc. So you are looking at mix.

But it’s fair to say that virtually the bulk of the pricing of the 7% for the year is driven by the AG business?

That is certainly fair.

Your CCE sales forecast volume is up 6% but your tonnage is down.

Wait. CCE is down 6%.

And tonnage is down 10%. Are we implying that we are liquidating a lot of inventory?

Remember that roughly 30% of the division is landscapes and obviously they have no tonnage because they are not manufacturing equipment. So you do get a little bit of mix there. And the tonnage numbers are a guide that helps you understand what is happening on our manufacturing but it is difficult to translate those numbers into sales. And frankly, that’s why we no longer provide you our forecast guidance just based on tonnage, why we switched to sales.

You are cutting your wind spending for this year versus last year?\

For 2009, that is correct.

Your next question comes from Terry Darling - Goldman Sachs.

Could you talk a bit about the guidance for the capital business and then how you are thinking about leverage longer term? If we look at the guidance down about 10% in earnings year-over-year, with the fourth quarter down 30%, which was below your expectations or implied guidance on a tighter spread profile, why are we only down 10% next year if the run rate going into the year is a lot worse than that and obviously the credit market is still pretty tough.

There was a capital infusion that was made late in October of $400.0 million and that will help reduce the expenses of the credit operation.

In terms of the run rate I would say some of these things that will not be recurring. They had an impact of FX that was really related to the foreign exchange shock that occurred in October as a consequence of the credit crisis, which with some currencies it was pretty substantial. So some of these things, I think, will not be recurring.

Are you implying on that FX comment that you had a hedge that worked against you?

No, it actually has to do with re-valuing payables. And actually it is a factor in the quarter but it’s pretty small for the credit company.

Most of that is equipment operation. But going back to the leverage question, this takes our leverage back to what it was not very long ago, actually, almost to where it was about a year ago and I think we did that because we thought it was prudent given the current environment. We may modify that if circumstances change in the future but we think this makes more sense. In terms of what the leverage is then at October for the world-wide credit, I think it’s about 7.9 to 1.

If you go back to 2002 you are more like 5.5 to 1. Are you hearing across a lot of different [break in audio] sustained shift in leverage down a lot lower than 8 to 1? Is that not something that is kind of inevitable for you?

I don’t think I would necessarily agree with that. We did this on our own, first of all. This is not something that anyone asked us to do. Our losses are exceedingly low. If you look at the losses on the portfolio we talked about, I think that they are something that leverage makes a lot of sense with given where the losses are in the portfolio.

So you think 8 to 1 in the new credit world we are in could be sustainable for you?

Right now we think that is a very appropriate level.

Can you just tell us what your loss assumptions are for in the 2009 guidance?

For credit, this year we ran about 0.35% and for 2009 we think we will probably be around 0.5%.

Your next question comes from Henry Kirn – UBS.

Could you talk a bit about how you view the age the AG [inaudible] U.S., South America, and Europe? We just came off a really good year, how do you view replacement demand at this point and how much ability does the farmer customer have to age the fleet? Is there any pressure from them needing to replace?

I don’t have the statistics out of other parts of the world, but in the United States a few years ago we were looking at an average age of about 17 years. A survey ago, like two years ago, it was like 19 years and it’s now 20 years. So the average age has gone up. But we don’t do our projections based on replacement demand. We really project in parts of the world based on income. And obviously in the current environment we have to take into consideration access to credit, which is something we haven’t had to be concerned about as much historically. And that’s why, like in the U.S., it is so significant that we see very good levels of good farm cash receipts this year and next year because we know that that drives next year’s equipment purchases. And you know that for big equipment the order books look extremely good. The volatility you see potentially in the earnings of farmers for next year in Brazil and Argentina, and in addition to the difficult access to credit in Brazil, influence our outlook and explain why we would be looking at more of like a down 10% to 20% there.

And globally, as we have seen now some pressure on the AG markets, have you seen your competitors follow your lead in holding the price increases or have you started to see evidence of discounting?

I would not be able to comment about our competitors. Again, our forecast has for the company positive price realizations of 7 points.

Some of the global construction equipment players have seen their share prices fall pretty strongly. At this point, if you are looking to grow your global construction footprint, would you consider doing that by acquisition?

I don’t think we have too much to comment on today. You are familiar with these relatively modest size investments we made in China and India this past year and I think that’s the kind of thing that fits into our scheme.

I think it also important to note that as we look at our investment opportunities, bear in mind that we are looking for a 20% operating return on operating assets on average over time. And that’s a pretty good benchmark.

Your next question comes from Andrew Casey - Wachovia Securities.

On the outlook, if I exclude pricing, currencies, incremental material cost, higher R&D and lower credit, and then the remainder of the plant closure, I’m getting a fairly headwind in cost per share, somewhere in the $0.75 to $1.40 range. The math may be a little off but it seems as if I’m missing something. Is there somewhere where you are expecting extra costs to come from?

I’m going to be pretty blunt on the raw material cost. We have a very large range and probably would be biased to the upside of the range. We do have some absorption as we take down inventories. When we report to you we are reporting a combination of inventories and receivables but that hit, that absorption impact, is projected at about $130.0 million so it would be significant. The other thing is currency. And this is the translation of our operating profit from overseas units. And Susan had mentioned the impact on operating profit there being $100.0 million to $150.0 million and so that is fairly significant. And maybe the other thing is you heard the capacity expansion, we have got capital expenditures still targeted at about $1.0 billion in the equipment operations. And as you add that capacity you do encounter some inefficiencies in the near term because you have got additional people working to get the product out, you are having to shift things around in the factory. So that is probably a bit of a factor, too.

Your next question comes from Charlie Rentschler - Wall Street Access.

Given the importance in your fiscal 2009 outlook of AG, and particularly U.S. AG, obviously government policies are crucial in your thinking and although you didn’t state it I wondered if you could just talk for a couple of moments about your thoughts about the new administration’s attitude on ethanol and wind and how that is affecting your forecast?

At least on the campaign trail, President-Elect Obama certainly was very supportive of renewable fuels, renewable energy, so that would be all I can add at this point. But he would appear to be very supportive of it.

Obviously that is a huge market for row-crop farmers, particularly corn farmers. So that is baked in your assumptions that there will be continuing strong support for ethanol?

That certainly would appear to be case and additionally baked into our assumptions is the fact that we have still about 2.0 billion gallons of ethanol capacity that is under construction and is yet to come on. And actually in the last quarter we saw just nearly 2.0 billion of capacity in ethanol in the U.S. come on line in production.

And about the wind tax credit, can you comment?

The production tax credit was extended in early October and it runs now through the end of December of 2009. Our capital investments for wind in 2009 really do not reflect a pull back on our belief in the renewable wind business, but just simply that we are doing that to be prudent in use of our capital in the current environment.

So there is no re-thinking or reduction in your enthusiasm for wind?

No, this really reflects being prudent.

Your next question comes from Barry Bannister - Stifel Nicolaus & Company. Barry Bannister - Stifel Nicolaus & Company: You did a good job walking through past dues and net charge-offs in the credit division, going back through past cycles, but could you give us some color on what sort of effect delays or cancellations have had on your order book as you descend into peaking period and decline in the cycle?

On the call Susan did mention that we had seen just a handful of cancellations in the U.S. and Canada, virtually nothing in Europe. We have seen some in South America and in Eastern Europe, into the former Soviet Union and in that case it really is related to access to credit, which is a very significant issue there. That’s why we called it out in the press release. So our historic experience, and I can’t predict the future, but historically once a farmer has made a commitment to purchase, at least in the U.S., is then that they continue through with that decision. Many times the subsequent trade-ins are already lined up so you have got that buying chain already predetermined.

And in the U.S. the access to credit by farmers, in terms of the world banks as well as their own credit companies, it’s very available for them and so it hasn’t had that negative impact here in the United States at all.

And they certainly come into this with their balance sheets in excellent condition. Barry Bannister - Stifel Nicolaus & Company: You had $550.0 million in material costs above plan in 2008 and to offset that you would have had to have had 2.1% of price. You are saying pricing would 7% in 2009, which if fully realized on flat sales would be $1.8 billion, or two times the high end of your costs delta estimate. So on the one hand I am surprised that the customers are bearing the brunt of these costs and on the other I’m just asking have you assigned your toughest person to go after your suppliers? Because it seems almost a travesty to me in a recession that you can’t squeeze post-January 2009 steel contract and others more out of your suppliers and rely less on price in 2009.

Well, first of all, again, our pricing, you must bear in mind the fact that a lot of these costs were back-end loaded. We were not seeing the same kinds of ramp ups in costs in the early part of the spring that you were seeing in the steel markets, for example. So just like as those costs were back-end loaded in 2008, we will see them come down on a back-end loaded basis in 2009. That is the way the business works and that’s how our contractors or suppliers honor their commitments to us, we will honor our commitments to them. In terms of the pricing, again, as you think about the pricing, recall that we do have some very significant new product introductions in the Construction & Equipment business and in our Commercial & Consumer Equipment business and certainly in the AG business that helps support the value that we are delivering to our customers, in addition to covering our costs. The price realization that we are talking about, there is a cost associated with some of the additional features. You have better transmissions and cabs and things like that that our customers are benefitting from.

Your final question comes from Andrew Obin - Merrill Lynch.

What happened in the quarter, we were given guidance in mid-August, why was it so hard to forecast costs in AG division for 4Q?

Wait a minute. When we look at what really drove the changes for the quarter, it is almost all below the line for operating profit. Because although our raw material costs were a little higher, our price realization came in at 3 points for the company instead of 2 points. Bear in mind the impact of the tax rate, because it did come in higher in the quarter than we had projected, our guidance had been 36% and effectively we were at 41%. More importantly, we had foreign exchange, and again that dealt with re-valuing U.S.-dollar-denominated payables and that effect is about $22.0 million for us. After tax, in the quarter. So that explains the bulk of the miss. And then credit, which we have already talked about, which is the other tenth.

Going back to the question on the finance side, in terms of the amount of refinancing you have to go into 2009, is the idea that you will have to raise money probably at a higher cost if you will be able to maintain the spread to your customer? Is that the fundamental thought behind your guidance for 2009?

There is a little bit of spread compression, although we have increased our rates to our customers, that there is a little bit of spread compression. The commercial paper markets have been good.

This just reflects the perspective of all in costs across all of our funding sources.

I guess as I think about potential refinancing costs for some of your peers in the industry and also what I hear in terms of people being able to pass on to their customers, it seems that there is a little bit of push back from the customers. And we’re talking about the cost of financing being up in excess of probably 300 to 500 basis points. And I looking at it correctly in terms of increased cost of financing for medium term notes that you have in the finance side or am I being pessimistic?

The medium term notes are one component of it and they are up some but you have to blend in, as well, the commercial paper the ABF, so this forecast reflects the blended perspective all in cost across all the funding sources.

Thank you all for participating in today’s call and at least to our U.S.-based listeners, Happy Thanksgiving.

This concludes today’s conference call.