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 June 30, 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 No.) incorporation or organization) 2120 WEST END AVENUE, NASHVILLE, TENNESSEE 37203-0001 (Address of principal executive 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 June 30, 2000 one share of common stock of the Registrant was outstanding. HIGHLIGHTS: SECOND QUARTER 2000 VS. SECOND QUARTER 1999 Revenues for the second quarter of 2000 were a record $347 million, an increase of $53 million or 18 percent compared with the same period last year. Profit after tax was a second-quarter record $34 million, a $3 million or 10 percent increase from second quarter 1999. New retail financing business for the second quarter was $1,578 million, a decrease of $75 million or 5 percent from the same period last year. The portfolio increased $1,267 million or 11 percent over the same period last year. Past due receivables over 30 days were 3.2 percent compared to 2.2 percent at the end of the same period last year. James S. Beard, vice president of Caterpillar Inc. and president of Cat Financial, said, "We continue to be pleased with our performance. Higher past dues are due primarily to a few large accounts which are expected to be resolved without significant loss." Caterpillar Financial Services Corporation Form 10-Q for the Quarter Ended June 30, 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 Results of Operations and Financial Condition 8-12 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 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 37203-0001. 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) June 30, Dec. 31, June 30, 2000 1999 1999 Assets: Cash and cash equivalents $ 73 $ 85 $ 72 Finance receivables Retail notes receivable 2,711 2,657 2,508 Wholesale notes receivable 2,744 1,983 2,511 Notes receivable from Caterpillar 432 333 223 Investment in finance receivables 7,614 7,225 7,108 13,501 12,198 12,350 Less: Unearned income 1,109 971 953 Allowance for credit losses 144 134 138 12,248 11,093 11,259 Equipment on operating leases, less accumulated depreciation 1,004 870 756 Deferred income taxes 11 9 9 Other assets 425 437 388 Total assets $13,761 $12,494 $12,484 Liabilities and stockholder's equity: Payable to dealers and others $ 109 $ 127 $ 130 Payable to Caterpillar - Other 11 7 7 Accrued interest payable 108 94 82 Income taxes payable 35 9 19 Other liabilities 55 28 24 Notes payable to Caterpillar 503 311 207 Short-term borrowings 3,039 2,963 3,277 Current maturities of long-term debt 2,801 2,937 2,654 Long-term debt 5,619 4,585 4,781 Deferred income taxes 52 48 29 Total liabilities 12,332 11,109 11,210 Common stock - $1 par value Authorized: 2,000 shares Issued and outstanding: One Share 745 745 695 Retained Earnings 755 683 620 Accumulated other comprehensive income (71) (43) (41) Total stockholder's equity 1,429 1,385 1,274 Total liabilities and stockholder's equity $13,761 $12,494 $12,484 Caterpillar Financial Services Corporation Consolidated Results of Operations (Unaudited) (Millions of Dollars) Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2000 1999 2000 1999 Revenues: Wholesale finance $ 57 $ 43 $ 100 $ 80 Retail finance 194 170 380 335 Rental 75 61 145 120 Other 21 20 42 42 Total revenues 347 294 667 577 Expenses: Interest 178 139 338 271 Depreciation 60 48 115 93 General, operating and administrative 39 38 73 71 Provision for credit losses 19 20 30 37 Other expense - - 1 1 Total expenses 296 245 557 473 Profit before income taxes 51 49 110 104 Provision for income taxes 17 18 38 38 Profit $ 34 $ 31 $ 72 $ 66 Caterpillar Financial Services Corporation Consolidated Statement Of Changes in Equity (Unaudited) (Millions of Dollars) Six Months Ended June 30, June 30, 2000 1999 Retained earnings: Balance at January 1 $ 683 $ 554 Profit 72 $ 72 66 $ 66 Balance at June 30 $ 755 $ 620 Accumulated other comprehensive income: Balance at January 1 $ (43) $ (28) Foreign currency translation Adjustment (28) (28) (13) (13) Comprehensive income $ 44 $ 53 Balance at June 30 $ (71) $ (41) Paid-in capital: Balance at January 1 $ 745 $ 675 Equity capital from Caterpillar - 20 Balance at June 30 $ 745 $ 695 Total equity $ 1,429 $ 1,274 Caterpillar Financial Services Corporation Consolidated Statement of Cash Flows (Unaudited) (Millions of Dollars) Six months Ended June 30, June 30, 2000 1999 Cash flows from operating activities: Profit $ 72 $ 66 Adjustments for non-cash items: Depreciation 115 93 Provision for credit losses 30 37 Other 3 (6) Change in assets and liabilities: Receivables from customers and others (56) (75) Deferred income taxes 3 (3) Payable to dealers and others (15) 21 Accrued interest payable 14 (3) Income taxes payable 27 (87) Other, net 21 (7) Net cash provided by operating activities 214 36 Cash flows from investing activities: Additions to property and equipment (319) (185) Disposals of equipment 101 85 Additions to finance receivables (8,172) (7,750) Collections of finance receivables 5,728 5,646 Proceeds from sales of receivables 1,251 702 Notes receivable from Caterpillar Inc. (98) 23 Other, net (1) 2 Net cash used for investing activities (1,510) (1,477) Cash flows from financing activities: Additional paid-in capital - 20 Payable to Caterpillar Inc. - Borrowings 206 - Proceeds from long-term debt 2,408 2,220 Payments on long-term debt (1,501) (1,022) Short-term borrowings, net 171 247 Net cash provided by financing activities 1,284 1,465 Effect of exchange rate changes on cash and cash equivalents - (1) Net change in cash and cash equivalents (12) 23 Cash and cash equivalents at beginning of period 85 49 Cash and cash equivalents at end of period $ 73 $ 72 Cash paid for interest $ 337 $ 271 Cash paid for income taxes $ 12 $ 125 NOTES TO FINANCIAL STATEMENTS A. Supplemental segment data for the three months ended June 30, 2000 North Diversified America Europe Services Total Revenue from external customers $ 228 64 55 $ 347 Inter-segment revenue $ 11 - - $ 11 Profit $ 28 2 4 $ 34 Assets $ 9,425 3,210 2,384 $ 15,019 1999 North Diversified America Europe Services Total Revenue from external customers $ 197 54 43 $ 294 Inter-segment revenue $ 8 - - $ 8 Profit $ 28 3 - $ 31 Assets $ 9,201 2,523 2,058 $13,782 Supplemental segment data for the six months ended June 30, 2000 North Diversified America Europe Services Total Revenue from external customers $ 434 127 106 $ 667 Inter-segment revenue $ 23 1 - $ 24 Profit $ 56 9 7 $ 72 1999 North Diversified America Europe Services Total Revenue from external customers $ 381 106 90 $ 577 Inter-segment revenue $ 16 1 - $ 17 Profit $ 54 8 4 $ 66 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 entities recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. During the second quarter of 2000, an amendment to the Statement changed the implementation date of this standard to January 1, 2001. We have not elected early adoption. We continue to assess the impact this requirement will have on our financial position and results of operations. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition THREE MONTHS ENDED JUNE 30, 1999 VS. THREE MONTHS ENDED JUNE 30, 2000 REVENUES Total revenues for the second quarter of 2000 were a record $347 million. The increase of $53 million over the same period last year was primarily the result of a higher interest rate and continued portfolio growth. The annualized interest rate on finance receivables was 8.78% for the second quarter of 2000 compared with 8.01% for the second 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 for the second quarter of 2000 was $21 million, an increase of $1 million from the same period last year, significant items included: Increases of: Interest income from Caterpillar $3 million Gain on sale of receivables $6 million Decreases of: Securitization related revenue $8 million EXPENSES Interest expense for the second quarter of 2000 increased $39 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 6.32% for the second quarter of 2000 as compared to 5.44% for the second quarter of 1999. Depreciation expense increased $12 million over the second quarter of 1999 due to new operating lease business. General, operating and administrative expenses increased $1 million during the second quarter of 2000 as compared to the same period last year. This increase is primarily due to staff-related expenses and other expenses incurred due to the larger portfolio and geographical expansion. There were 946 employees at June 30, 2000, an increase of 53 from last year's second quarter. The provision for credit losses decreased $1 million over the second quarter of 1999. PROFIT Profit for the second quarter of 2000 was $34 million, a $3 million increase from the second quarter of 1999. This increase is primarily the result of a larger portfolio. PORTFOLIO The portfolio value was $13,323 million at June 30, 2000, an increase of $1,267 million over the same period last year. During the second quarter of 2000, we financed new retail business transactions totaling $1,578 million as compared to $1,653 million during the second quarter of 1999. Increases in Europe, Asia and Canada were more than offset by decreases in the United States and Latin America. The decrease in the United States was primarily due to lower sales of Caterpillar equipment to end users. At June 30, 2000, we serviced $1,427 million in receivables sold to others, which consist of $750 million in wholesale receivables under a revolving, asset-backed securitization agreement, $559 million of installment sale contracts and $118 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. During the second quarter of 2000, we sold $350 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 three months ending: June 30, June 30, 2000 1999 Balance at beginning of quarter $ 141 $ 125 Provision for credit losses 19 20 Receivables written off, net of recoveries (13) (7) Foreign currency translation adjustment (3) - $ 144 $ 138 Receivables that were past due over 30 days were 3.16% of the total receivables at June 30, 2000, as compared to 2.21% at June 30, 1999. The increase is primarily related to increased past due receivables in the U.S. and 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. SIX MONTHS ENDED JUNE 30, 1999 VS. SIX MONTHS ENDED JUNE 30, 2000 REVENUES Total revenues for the first six months of 2000 were a record $667 million. The increase of $90 million over the same period last year was primarily the result of continued portfolio growth and a higher interest rate. The annualized interest rate on finance receivables was 8.56% for the first six months of 2000 compared with 8.07% for the first six months of 1999. The tax benefits of governmental lease purchase contracts and tax-oriented leases are not included in these annualized interest rates. Other revenue for the first six months of 2000 was $42 million, unchanged from the same period last year, significant items included: Increases of: Interest income from Caterpillar $4 million Gain on sale of receivables $7 million Decreases of: Securitization related revenue $11 million Exchange gain $2 million EXPENSES Interest expense for the first six months of 2000 increased $67 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 6.16% for the first six months of 2000 as compared to 5.53% for the first six months of 1999. Depreciation expense increased $22 million over the first six months of 1999 due to new operating lease business. General, operating and administrative expenses increased $2 million during the first six months of 2000 as compared to the same period last year. This increase is primarily due to staff-related expenses and other expenses incurred due to the larger portfolio and geographical expansion. The provision for credit losses decreased $7 million over the first six months of 1999. 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 six months of 2000 was $72 million, a $6 million increase from the first six months of 1999. PORTFOLIO During the first six months of 2000, we financed new retail business transactions totaling $2,750 million as compared to $2,865 million during the first six months of 1999. Increases in Europe were more than offset by decreases in North America and Latin America. The decrease in North America is primarily due to lower sales of Caterpillar equipment to end users. ALLOWANCE FOR CREDIT LOSSES The following table shows activity related to the Allowance for Credit Losses for the six months ended: June 30, June 30, 2000 1999 Balance at beginning of year $ 134 $ 111 Provision for credit losses 30 37 Receivables written off, net of recoveries (16) (8) Foreign currency translation adjustment (4) (2) $ 144 $ 138 CAPITAL RESOURCES AND LIQUIDITY Operations for the first half of 2000 were funded with a combination of bank borrowings, commercial paper, medium-term notes and retained earnings. At June 30, 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 June 30, 2000, there were no borrowings under these lines. European revolving credit line. This $1.0 billion credit line, which expires May 1, 2003, supports our Euro-commercial paper and certificate of deposit program. Under this program, commercial paper and certificates of deposit are issued by us, or by our Irish subsidiaries with our guarantee. At June 30, 2000, there were no borrowings under this credit line. Short-term credit lines from banks. These credit lines total $509 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 June 30, 2000, we had $56 million outstanding against these credit lines. Variable amount lending agreements with Caterpillar. Under these agreements, we may borrow up to $830 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 notes payable of $503 million and notes receivable of $432 million outstanding at June 30, 2000 and notes payable of $311 million and notes receivable of $333 million at December 31, 1999. Total outstanding borrowings. At June 30, 2000, total outstanding borrowings $11,962 million, an increase of $1,166 million over December 31, 1999. Outstanding borrowings primarily include: $8,359 million of medium-term notes $2,877 million of commercial paper $ 503 million of notes payable to Caterpillar $ 56 million of bank borrowings Our debt-to-equity ratio at June 30, 2000 was 8.4 to 1 as compared to 7.8 to 1 at 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 June 30, 2000, we had interest rate swap contracts outstanding with notional amounts totaling $3,144 million and terms up to fifteen years. These contracts change: $2,576 million of floating rate debt to fixed rate debt $ 568 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 June 30, 2000, we had foreign exchange contracts totaling $1,706 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 On June 1, 2000, in connection with our Registration Statement (Form S-3), Registration No. 333-35460, we filed a Form 8-K containing the opinion of Orrick, Herrington & Sutcliffe LLP, as to certain tax matters. 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: July 21, 2000 By: /s/K.C. Springer K.C. Springer,Controller and Principal Accounting Officer Date: July 21, 2000 By: /s/J.S. Beard J.S. Beard, President