| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |||||||||||
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| FORM | 8-K | ||||||||||
| Current Report | |||||||||||
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||||||||
| Date of Report (Date of earliest event reported): | June 12, 2020 | ||||||||||
| CATERPILLAR INC. | |||||||||||
| (Exact name of registrant as specified in its charter) | |||||||||||
| Delaware | 1-768 | 37-0602744 | |||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S Employer Identification No.) | |||||||||
| 510 Lake Cook Road, | Suite 100, | Deerfield, | Illinois | 60015 | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||
| Registrant’s telephone number, including area code: | (224) | 551-4000 | ||||||||
| Former name or former address, if changed since last report: | N/A | |||||||||
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||
Securities registered pursuant to Section 12(b) of the Act: | |||||||||||
| Title of each class | Trading Symbol (s) | Name of each exchange which registered | |||||||||
| Common Stock ($1.00 par value) | CAT | The New York Stock Exchange | |||||||||
| 9 3/8% Debentures due March 15, 2021 | CAT21 | The New York Stock Exchange | |||||||||
| 8% Debentures due February 15, 2023 | CAT23 | The New York Stock Exchange | |||||||||
| 5.3% Debentures due September 15, 2035 | CAT35 | The New York Stock Exchange | |||||||||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of | |||||||||||
| 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). | |||||||||||
| 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. | ☐ | ||||||||||
Item 7.01. Regulation FD Disclosure.
Caterpillar Inc. (“Caterpillar”, “we” or “our”) is furnishing supplemental information concerning (i) retail sales of machines to end users and (ii) retail sales of power systems (including reciprocating and turbine engines and locomotives) to end users and Original Equipment Manufacturers (“OEMs”). Caterpillar sells the majority of its machinery and power systems to independently owned and operated dealers and OEMs to meet the demands of their customers, the end users. Caterpillar believes that this supplemental information may help readers better understand Caterpillar’s business and the industries it serves, particularly in light of the time delay between Caterpillar’s sales to dealers and dealers’ sales to end users.
In this report, we are providing information by geographic region for retail sales of machines in each of our Resource Industries and Construction Industries reportable segments, as well as information regarding total retail sales of our machines globally. For our Energy & Transportation reportable segment, we are providing retail sales information by major end use.
The information presented in this report is primarily based on unaudited reports that are voluntarily provided to Caterpillar by its independent dealers and which are not subject to Caterpillar’s internal controls over financial reporting. Accordingly, the data collected from such third parties may not be accurate and/or complete. As such, the information presented in this report is intended solely to convey an approximate indication of the trends, direction and magnitude of retail sales and is not intended to be an estimate, approximation or prediction of, or substitute for, Caterpillar’s audited financial statements filed with the U.S. Securities and Exchange Commission. This information is furnished under this report with the U.S. Securities and Exchange Commission. Caterpillar does not undertake to update or adjust prior period information.
Caterpillar Inc.
Rolling 3 Month Retail Sales Statistics
| Total Machines | May 2020 | April 2020 | March 2020 |
| Asia/Pacific | DOWN 1% | DOWN 17% | DOWN 22% |
| EAME | DOWN 14% | DOWN 15% | DOWN 4% |
| Latin America | DOWN 31% | DOWN 28% | DOWN 7% |
| North America | DOWN 36% | DOWN 27% | DOWN 20% |
| World | DOWN 23% | DOWN 22% | DOWN 17% |
| Resource Industries | May 2020 | April 2020 | March 2020 |
| Asia/Pacific | DOWN 9% | DOWN 26% | UP 5% |
| EAME | UP 12% | UNCHANGED | UP 3% |
| Latin America | DOWN 36% | DOWN 44% | DOWN 26% |
| North America | DOWN 39% | DOWN 30% | DOWN 26% |
| World | DOWN 21% | DOWN 24% | DOWN 12% |
| Construction Industries | May 2020 | April 2020 | March 2020 |
| Asia/Pacific | UP 2% | DOWN 14% | DOWN 28% |
| EAME | DOWN 23% | DOWN 20% | DOWN 7% |
| Latin America | DOWN 28% | DOWN 18% | UP 5% |
| North America | DOWN 35% | DOWN 26% | DOWN 18% |
| World | DOWN 23% | DOWN 21% | DOWN 18% |
Reported in constant dollars and based on unit sales as reported primarily by dealers.
Energy & Transportation Retail Sales by industry for the 3-month rolling period ended as of the month indicated compared with the same period of the prior year: | ||||
| May 2020 | April 2020 | March 2020 | ||
| Power Gen | DOWN 10% | DOWN 5% | UP 2% | |
| Industrial | DOWN 32% | DOWN 26% | DOWN 13% | |
| Transportation | DOWN 33% | DOWN 26% | DOWN 11% | |
| Oil & Gas | DOWN 12% | DOWN 26% | DOWN 23% | |
| Total | DOWN 17% | DOWN 19% | DOWN 12% | |
Reported in constant dollars based on reporting from dealers and direct sales.
Glossary of Terms
Construction Industries: Our Construction Industries segment is primarily responsible for supporting customers using machinery in infrastructure, forestry and building construction. The majority of sales in this segment are made in the heavy and general construction, rental, quarry and aggregates markets and mining. The Construction Industries product portfolio primarily includes the following machines:
| · asphalt pavers | · forestry excavators | · small and medium |
| · backhoe loaders | · motorgraders | track-type tractors |
| · compactors | · pipelayers | · track-type loaders |
| · cold planers | · road reclaimers | · wheel excavators |
| · compact track and | · site prep tractors | · compact, small and |
| multi-terrain loaders | · skid steer loaders | medium wheel loaders |
| · mini, small, medium | · telehandlers | · utility vehicles |
| and large excavators | ||
Effective September 2019, Caterpillar has divested its Forestry product segment. Those products have been removed from the Construction Industries product portfolio where any remaining product Dealer Inventory will be reported in Total Machines as they are depleted.
EAME: Europe, Africa, Commonwealth of Independent States and Middle East
Energy & Transportation: Our Energy & Transportation segment is primarily responsible for supporting customers using reciprocating engines, turbines, diesel-electric locomotives, integrated systems and solutions, and related parts across industries serving oil and gas, power generation, industrial and marine applications as well as rail-related businesses.
Resource Industries: Our Resource Industries segment is primarily responsible for supporting customers using machinery in mining, quarry, waste and material handling applications. The Resource Industries product portfolio primarily includes the following machines:
| · electric rope shovels | · longwall miners | · landfill compactors |
| · draglines | · large wheel loaders | · soil compactors |
| · hydraulic shovels | · off-highway trucks | · machinery components |
| · rotary drills | · articulated trucks | · electronics and control systems |
| · hard rock vehicles | · wheel tractor scrapers | · select work tools |
| · large track-type tractors | · wheel dozers | · hard rock continuous mining |
| · large mining trucks | systems | |
For purposes of this report, retail sales of longwall miners are not included in the information presented above for Resource Industries or Total Machines.
FORWARD-LOOKING STATEMENTS
Certain statements in this report relate to future events and expectations and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “estimate,” “will be,” “will,” “would,” “expect,” “anticipate,” “plan,” “forecast,” “target,” “guide,” “project,” “intend,” “could,” “should” or other similar words or expressions often identify forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding our outlook, projections, forecasts or trend descriptions. These statements do not guarantee future performance and speak only as of the date they are made, and we do not undertake to update our forward-looking statements.
Caterpillar’s actual results may differ materially from those described or implied in our forward-looking statements based on a number of factors, including, but not limited to: (i) global and regional economic conditions and economic conditions in the industries we serve; (ii) commodity price changes, material price increases, fluctuations in demand for our products or significant shortages of material; (iii) government monetary or fiscal policies; (iv) political and economic risks, commercial instability and events beyond our control in the countries in which we operate; (v) international trade policies and their impact on demand for our products and our competitive position, including the imposition of new tariffs or changes in existing tariff rates; (vi) our ability to develop, produce and market quality products that meet our customers’ needs; (vii) the impact of the highly competitive environment in which we operate on our sales and pricing; (viii) information technology security threats and computer crime; (ix) inventory management decisions and sourcing practices of our dealers and our OEM customers; (x) a failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures or divestitures; (xi) union disputes or other employee relations issues; (xii) adverse effects of unexpected events; (xiii) disruptions or volatility in global financial markets limiting our sources of liquidity or the liquidity of our customers, dealers and suppliers; (xiv) failure to maintain our credit ratings and potential resulting increases to our cost of borrowing and adverse effects on our cost of funds, liquidity, competitive position and access to capital markets; (xv) our Financial Products segment’s risks associated with the financial services industry; (xvi) changes in interest rates or market liquidity conditions; (xvii) an increase in delinquencies, repossessions or net losses of Cat Financial’s customers; (xviii) currency fluctuations; (xix) our or Cat Financial’s compliance with financial and other restrictive covenants in debt agreements; (xx) increased pension plan funding obligations; (xxi) alleged or actual violations of trade or anti-corruption laws and regulations; (xxii) additional tax expense or exposure, including the impact of U.S. tax reform; (xxiii) significant legal proceedings, claims, lawsuits or government investigations; (xxiv) new regulations or changes in financial services regulations; (xxv) compliance with environmental laws and regulations; (xxvi) the duration and geographic spread of, business disruptions caused by, and the overall global economic impact of, the COVID-19 pandemic; and (xxvii) other factors described in more detail in Caterpillar’s Forms 10-Q, 10-K and other filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit | ||||
| Number | Description | |||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||
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 hereunto duly authorized. | ||
| CATERPILLAR INC. | ||
| June 12, 2020 | By: | /s/ Suzette M. Long |
Suzette M. Long Chief Legal Officer, General Counsel & Corporate Secretary | ||