FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [ ] 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. 0-13295 CATERPILLAR FINANCIAL SERVICES CORPORATION (Exact name of Registrant as specified in its charter) Delaware 37-1105865 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 2120 West End Ave Nashville, Tennessee 37203-0001 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (615) 341-1000 The Registrant complies with the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q is therefore filing this form with the reduced disclosure format. Indicate by a check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_____ At March 31, 2000 one share of common stock of the Registrant was outstanding. HIGHLIGHTS: FIRST QUARTER 2000 VS. FIRST QUARTER 1999 Revenues for the first quarter were a record $320 million, an increase of $37 million or 13% from the same period last year. Profit after tax was a record $38 million, a $3 million or 9 percent increase from the first quarter of 1999. New retail financing for the first quarter of 2000 was $1,171 million, a decrease of $40 million or 3% from the same period last year. The portfolio increased $1,201 million or 11% over March 31, 1999, to $12,225 million. Past due receivables over 30 days were 2.9% compared to 2.0% at the end of the same period one year ago. James S. Beard, vice president of Caterpillar Inc. and president of Cat Financial, said, "We are pleased with our financial performance as we continue our global expansion to serve Caterpillar customers worldwide." Caterpillar Financial Services Corporation Form 10-Q for the Quarter Ended March 31, 2000 Index PART I. FINANCIAL INFORMATION Page No. Item 1. Financial Statements (Unaudited) Consolidated Statement of Financial Position 4 Consolidated Results of Operations 5 Consolidated Statement of Changes in Equity 6 Consolidated Statement of Cash Flows 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12 PART I. FINANCIAL INFORMATION Item 1. Financial Statements In addition to our accompanying unaudited consolidated financial statements, we suggest that you read our Annual Report on Form 10-K. Although not incorporated by reference in this document, additional information about us is available in our 1999 Annual Report and on our web page http://www.CAT.com. The documents mentioned above are available by writing to: Legal Dept., Caterpillar Financial Services Corp.; 2120 West End Ave.; Nashville, TN 37203. We believe this information reflects all adjustments, including normal and recurring accruals, necessary to fairly present the consolidated statements of financial position, results of operations, changes in equity, and cash flows for the periods presented. The results for interim periods do not necessarily indicate the results we expect for the year. Caterpillar Financial Services Corporation Consolidated Statement Of Financial Position (Unaudited) (Millions of Dollars) March 31, Dec. 31, March 31, 2000 1999 1999 Assets: Cash and cash equivalents $ 66 $ 85 $ 33 Finance receivables Retail notes receivable 2,668 2,657 2,278 Wholesale notes receivable 2,197 1,983 2,057 Investment in finance receivables 7,227 7,225 6,626 Notes receivable from Caterpillar Inc. 321 333 284 12,413 12,198 11,245 Less: Unearned income 1,008 971 872 Allowance for credit losses 141 134 125 11,264 11,093 10,248 Equipment on operating leases, less accumulated depreciation 900 870 731 Deferred income taxes 10 9 9 Other assets 375 437 378 Total assets $12,615 $12,494 $11,399 Liabilities and stockholder's equity: Payable to dealers and others $ 88 $ 127 $ 96 Payable to Caterpillar Inc. - Other 10 7 9 Accrued interest payable 122 94 108 Income taxes payable 25 9 21 Other liabilities 24 28 30 Payable to Caterpillar Inc. - Borrowings 309 311 208 Short-term borrowings 2,997 2,963 3,267 Current maturities of long-term debt 2,798 2,937 2,439 Long-term debt 4,791 4,585 3,946 Deferred income taxes 49 48 30 Total liabilities 11,213 11,109 10,154 Common stock - $1 par value Authorized: 2,000 shares; issued and outstanding: one share 745 745 695 Retained Earnings 721 683 589 Accumulated other comprehensive income (64) (43) (39) Total stockholder's equity 1,402 1,385 1,245 Total liabilities and stockholder's equity $12,615 $12,494 $11,399 Caterpillar Financial Services Corporation Consolidated Results of Operations (Unaudited) (Millions of Dollars) Three Months Ended March 31, March 31, 2000 1999 Revenues: Wholesale finance $ 44 $ 37 Retail finance 186 165 Rental 70 59 Other 20 22 Total revenues 320 283 Expenses: Interest 160 132 Depreciation 55 46 General, operating, and administrative 34 33 Provision for credit losses 11 17 Other Expense 1 - Total expenses 261 228 Profit before income taxes 59 55 Provision for income taxes 21 20 Profit $ 38 $ 35 Caterpillar Financial Services Corporation Consolidated Statement Of Changes in Equity (Unaudited) (Millions of Dollars) Three Months Ended March 31, March 31, 2000 1999 Retained earnings: Balance at January 1 $ 683 $ 554 Profit 38 $ 38 35 $ 35 Balance at March 31 $721 $ 589 Accumulated other comprehensive income: Balance at January 1 $ (43) $ (29) Foreign currency translation adjustment (21) (21) (10) (10) Comprehensive income $ 17 $ 25 Balance at March 31 $ (64) $ (39) Paid-in Capital: Balance at January 1 $ 745 $ 675 Equity capital from Caterpillar - 20 Balance at March 31 $ 745 $ 695 Total equity $1,402 $1,245 Caterpillar Financial Services Corporation Consolidated Statement Of Cash Flows (Unaudited) (Millions of Dollars) Three Months Ended March 31, March 31, 2000 1999 Cash flows from operating activities: Profit $38 $35 Adjustments for non-cash items: Depreciation 55 46 Provision for credit losses 11 17 Other 2 (28) Change in assets and liabilities: Receivables from customers and others 25 34 Deferred income taxes 1 (2) Payable to dealers and others (34) (11) Accrued interest payable 28 23 Income taxes payable 16 (86) Other, net (6) (1) Net cash provided by operating activities 136 27 Cash flows from investing activities: Additions to property and equipment (118) (96) Disposals of equipment 52 46 Additions to finance receivables (3,587) (3,085) Collections of finance receivables 2,714 2,400 Proceeds from sales of receivables 581 414 Notes receivable from Caterpillar 12 (38) Other, net (1) 3 Net cash used for investing activities (347) (356) Cash flows from financing activities: Additional paid-in capital - 20 Payable to Caterpillar Inc. - Borrowings 2 - Proceeds from long-term debt 873 685 Payments on long-term debt (797) (536) Short-term borrowings, net 106 142 Net cash provided by financing activities 184 311 Effect of exchange rate changes on cash 8 2 Net change in cash and cash equivalents (19) (16) Cash and cash equivalents at beginning of year 85 49 Cash and cash equivalents at end of quarter $ 66 $ 33 Cash paid for interest $ 138 $ 103 Cash paid for income taxes $ 58 $ 106 NOTES TO FINANCIAL STATEMENTS A. Supplemental segment data for the three months ended March 31, 2000 North Diversified America Europe Services Total Revenue from external customers $ 206 63 51 $ 320 Inter-segment revenue $ 12 1 - $ 13 Net profit $ 28 7 3 $ 38 Assets $8,783 2,945 2,348 $14,076 1999 North Diversified America Europe Services Total Revenue from external customers $ 184 52 47 $ 283 Inter-segment revenue $ 23 1 - $ 24 Net profit $ 27 4 4 $ 35 Assets $8,141 2,364 1,939 $12,444 We segregate information based on management responsibility: North America: We have offices in the United States and Canada that serve local dealers and customers. Europe: We have offices throughout Europe that serve European dealers and customers. Our Marine services division, which primarily finances marine vessels with Caterpillar engines, is also included in this segment. Diversified Services: We have offices in Asia, Australia and Latin America that serve local dealers and customers. Our Global accounts division, which primarily provides cross-border financing to customers in countries in which we have no local presence, is also included in this segment. Due to accounting differences in the presentation of supplemental data and our GAAP-based external statements, total segment information may not equal amounts reflected in our GAAP statements. B. New accounting standard In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. We will adopt this new accounting standard on January 1, 2001. Due to the complexity of this new standard, we have not completed an assessment of the impact it will have on our financial position or results of operations. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition THREE MONTHS ENDED MARCH 31, 2000 VS. THREE MONTHS ENDED MARCH 31, 1999 REVENUES Total revenues for the first quarter of 2000 were a record $320 million. The increase of $37 million over the same period last year was primarily the result of continued portfolio growth. The annualized interest rate on finance receivables was 8.38% for the first quarter of 2000 compared with 8.19% for the first quarter of 1999. The tax benefits of governmental lease purchase contracts and tax-oriented leases are not included in these annualized interest rates. Other revenue was $20 million, a decrease of $2 million for the first quarter of 2000 that included: Increases of: Interest income from Caterpillar $2 million Late charges $1 million Gain on sale of receivables $1 million Decreases of: Securitization related revenue $3 million Exchange gain $3 million EXPENSES Interest expense for the first quarter increased $28 million over the same period last year. This increase was primarily the result of increased borrowings and a higher borrowing rate. The average interest rate on borrowed funds was 5.99% for the first quarter of 2000 as compared to 5.63% for the first quarter of 1999. Depreciation expense increased $9 million over the first quarter of 1999 primarily due to new operating lease business. General, operating, and administrative expenses increased $1 million during the first quarter of 2000 as compared to the same period last year. The number of full-time employees was 940 at March 31, 2000, an increase of 83 from last year's first quarter. Provision for credit losses decreased $6 million to $11 million for the first quarter of 2000. The decrease is primarily attributable to our valuation and assessment of the portfolio and the adequacy of our allowance for credit losses. PROFIT Profit for the first quarter of 2000 was $38 million, a $3 million increase from the first quarter of 1999. PORTFOLIO The portfolio value was $12,225 million at March 31, 2000, an increase of $1,201 million over the prior year. During the first quarter of 2000 we financed new retail business totaling $1,171 million as compared to $1,211 million during the first quarter of 1999. The slight decrease is the result of decreased sales of Caterpillar equipment in North America and financing a decreased percentage of dealer deliveries. At March 31, 2000, we serviced $1,541 million in receivables sold to others, which consist of $750 million in wholesale receivables under a revolving, asset- backed securitization agreement, $654 million of installment sale contracts and $137 million of finance leases. On January 1, 2000, Caterpillar Inc. replaced an inventory merchandising program for North American Caterpillar dealers with a new merchandising program. U.S. Accounts receivable generated from the old program were securitized under a $750 million private-placement, revolving facility. The old securitization facility is being replaced with a new, similar facility for U.S. accounts receivable generated under the new merchandising program. On March 31, 2000, we sold $150 million into the new facility to maintain a combined balance of $750 million between the two securitization facilities. ALLOWANCE FOR CREDIT LOSSES The following table shows activity related to the Allowance for Credit Losses for the period ending: March 31, March 31, 2000 1999 Balance at beginning of quarter $ 134 $ 111 Provision for credit losses 11 17 Receivables written off, net of recoveries (3) (1) Foreign currency translation adjustment (1) (2) $ 141 $ 125 Receivables that were past due over 30 days were 2.9% of the total receivables at March 31, 2000, as compared to 2.0% at March 31, 1999. The increase is primarily related to increased past due receivables in Latin America. We will continue to monitor the allowance for credit losses to provide for an amount we believe is adequate, after considering the value of any collateral, to cover uncollectible receivables. CAPITAL RESOURCES AND LIQUIDITY Operations for the first quarter of 2000 were funded with a combination of bank borrowings, commercial paper, medium-term notes, retained earnings and sale of receivables. At March 31, 2000, we had the following credit lines available: Two syndicated revolving credit lines. Two revolving credit lines, used to support our commercial paper and commercial paper guarantees, totaling $2,900 million, are shared with Caterpillar under the following allocation: Five-year 364-day Facility Facility Total Caterpillar $ 187 $ 113 $ 300 Caterpillar Financial Services Corp. 1,688 912 2,600 Total $1,875 $1,025 $2,900 The five year facility expires on Oct. 5, 2002; the 364-day facility expires on Sept. 28, 2000. At March 31, 2000, there were no borrowings under these lines. European revolving credit line. This $1.0 billion credit line, which expires on May 1, 2003, supports our Euro-commercial paper program. Under this program, commercial paper is issued by Caterpillar International Finance plc, our Irish subsidiary, with our guarantee. At March 31, 2000, there were no borrowings under this credit line. Short-term credit lines from banks. These credit lines total $505 million and will be eligible for renewal at various dates throughout 2000. They are used for bank borrowings and as support for our outstanding commercial paper and commercial paper guarantees. At March 31, 2000, we had $91 million outstanding against these credit lines. Variable amount lending agreements with Caterpillar. Under these agreements, we may borrow up to $831 million from Caterpillar, and Caterpillar may borrow up to $670 million from us. The agreements are in effect for indefinite periods of time and may be changed or terminated by either party with 30 days' notice. We had borrowings of $309 million outstanding at March 31, 2000 compared to $311 million at December 31, 1999, and loans receivable of $321 million at March 31, 2000 compared to $333 million at December 31, 1999 under these agreements. Total outstanding borrowings at March 31, 2000 were $10,895 million, an increase of $99 million over December 31, 1999. Outstanding borrowings primarily include: $7,549 million of medium-term notes $2,804 million of commercial paper $ 91 million of bank borrowings Our debt-to-equity ratio was 7.8 to 1 at March 31, 2000 and December 31, 1999. DERIVATIVES We use interest rate derivative financial instruments and currency derivative financial instruments to manage interest rate and foreign currency exchange risks that we may encounter as a part of our normal business. We do not use these instruments for trading purposes. Interest rate derivatives. We use interest rate swap agreements to manage the risk of changes in interest rates, allowing us to gain competitive and economic advantages by minimizing funding costs regardless of the direction interest rates move. At March 31, 2000, we had interest rate swap contracts outstanding with notional amounts totaling $3,240 million and remaining terms up to fifteen years. These contracts change: $2,504 million of floating rate debt to fixed rate debt $ 736 million of fixed rate debt to floating rate debt Foreign currency derivatives. We use foreign exchange contracts to minimize potential risk of fluctuating exchange rates. These contracts have terms that generally range up to three months. At March 31, 2000, we had foreign exchange contracts totaling $1,308 million, $2 million of which were with Caterpillar. They hedge foreign currency denominated receivables and debt of international subsidiaries. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description 12 Statement setting forth computation of Ratio of Profit to Fixed Charges. 27 Financial Data Schedule (b) Reports on Form 8-K 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. Caterpillar Financial Services Corporation (Registrant) Date: April 20, 2000 By: /s/K.C. Springer K.C. Springer, Controller and Principal Accounting Officer Date: April 20, 2000 By: /s/J.S. Beard J.S. Beard, President