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 September 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 (I.R.S. Employer jurisdiction of Identification incorporation or No.) 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 September 30, 2000 one share of common stock of the Registrant was outstanding. HIGHLIGHTS: THIRD QUARTER 2000 VS. THIRD QUARTER 1999 Revenues for the third quarter of 2000 were a record $378 million, an increase of $75 million or 25 percent compared with the same period last year. Profit after tax was a record $43 million, a $6 million or 16 percent increase from third-quarter 1999. New retail financing business for the third-quarter of 2000 was $1,287 million, a decrease of $82 million or 6 percent from third-quarter 1999. Past dues over 30 days are 3.8 percent compared with 2.5 percent at the end of the same period one year ago. "We are pleased with our record results," said James S. Beard, vice president of Caterpillar Inc. and president of Caterpillar Financial Services Corporation. "However, we continue to work hard to improve our services and responsiveness through innovative technologies and process improvements." Caterpillar Financial Services Corporation Form 10-Q for the Quarter Ended September 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 14 Signatures 15 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 normal and recurring adjustments 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) September December September 30, 31, 30, 2000 1999 1999 Assets: Cash and cash equivalents $ 60 $ 85 $ 52 Finance receivables Retail notes receivable 2,791 2,657 2,481 Wholesale notes receivable 2,596 1,983 2,366 Notes receivable from Caterpillar Inc. 376 333 226 Finance lease receivables 7,517 7,225 6,961 13,280 12,198 12,034 Less: Unearned income 1,086 971 934 Allowance for credit losses 148 134 144 12,046 11,093 10,956 Equipment on operating leases, less accumulated depreciation 1,054 870 787 Deferred income taxes 11 9 9 Other assets 396 437 361 Total assets $13,567 $12,494 $12,165 Liabilities and stockholder's equity: Payable to dealers and others $ 101 $ 127 $ 119 Payable to Caterpillar Inc. - Other 9 7 6 Accrued interest payable 139 94 127 Income taxes payable 22 9 14 Other liabilities 41 28 26 Payable to Caterpillar Inc. - Borrowings 306 311 214 Short-term borrowings 2,627 2,963 2,090 Current maturities of long-term debt 2,703 2,937 2,885 Long-term debt 6,127 4,585 5,284 Deferred income taxes 57 48 34 Total liabilities 12,132 11,109 10,799 Common stock - $1 par value Authorized: 2,000 shares Issued and outstanding: One share 745 745 745 Retained Earnings 798 683 658 Accumulated other comprehensive income (108) (43) (37) Total stockholder's equity 1,435 1,385 1,366 Total liabilities and stockholder's equity $13,567 $12,494 $12,165 Caterpillar Financial Services Corporation Consolidated Results of Operations (Unaudited) (Millions of Dollars) Three Months Ended Nine months Ended September September September September 30, 30, 30, 30, 2000 1999 2000 1999 Revenues: Retail notes $ 62 $ 52 $ 177 $ 145 Wholesale notes 68 47 168 127 Finance lease 142 121 407 364 Rental 80 62 225 182 Other 26 21 68 62 Total revenues 378 303 1,045 880 Expenses: Interest 197 144 535 416 Depreciation 62 49 177 142 General, operating and administrative 39 38 112 109 Provision for credit losses 13 13 43 50 Other expense 1 1 2 1 Total expenses 312 245 869 718 Profit before income taxes 66 58 176 162 Provision for income taxes 23 21 61 58 Net profit $ 43 $ 37 $ 115 $ 104 Caterpillar Financial Services Corporation Consolidated Statement Of Changes in Equity (Unaudited) (Millions of Dollars) Nine Months Ended September 30, September 30, 2000 1999 Retained earnings: Balance at January 1 $ 683 $ 554 Net profit 115 $115 104 $104 Balance at September 30 798 658 Accumulated other comprehensive income: Balance at January 1 (43) (28) Foreign currency translation adj. (65) (65) (9) (9) Comprehensive income $50 $95 Balance at September 30 (108) (37) Paid-in capital: Balance at January 1 745 675 Equity capital from Caterpillar - 70 Balance at September 30 745 745 Total equity $1,435 $1,366 Caterpillar Financial Services Corporation Consolidated Statement of Cash Flows (Unaudited) (Millions of Dollars) Nine months Ended September September 30, 30, 2000 1999 Cash flows from operating activities: Net profit $ 115 $ 104 Adjustments for non-cash items: Depreciation 177 142 Provision for credit losses 42 50 Other 24 (9) Change in assets and liabilities: Receivables from customers and others (120) (71) Deferred income taxes 9 2 Payable to dealers and others (23) 7 Accrued interest payable 45 42 Income taxes payable 14 (93) Other, net 13 (3) Net cash provided by operating activities 296 171 Cash flows from investing activities: Additions to property and equipment (480) (298) Disposals of equipment 144 132 Additions to finance receivables (11,889) (11,990) Collections of finance receivables 9,174 10,029 Proceeds from sales of receivables 1,510 921 Notes receivable from Caterpillar Inc. (43) 21 Other, net - 1 Net cash used for investing activities (1,584) (1,184) Cash flows from financing activities: Additional paid-in capital - 70 Payable to Caterpillar Inc. - borrowings 19 52 Proceeds from long-term debt 3,612 3,477 Payments on long-term debt (2,255) (1,544) Short-term borrowings, net (113) (1,035) Net cash provided by financing activities 1,263 1,020 Effect of exchange rate changes on cash and cash equivalents - (4) Net change in cash and cash equivalents (25) 3 Cash and cash equivalents at beginning of 85 49 period Cash and cash equivalents at end of period $ 60 $ 52 Cash paid for interest $ 491 $ 361 Cash paid for income taxes $ 41 $ 21 NOTES TO FINANCIAL STATEMENTS A. Supplemental segment data for the three months ended September 30, 2000 North Diversified America Europe Services Total Revenue from external customers $ 257 69 52 $ 378 Inter-segment revenue $ 10 1 - $ 11 Net profit $ 36 4 3 $ 43 Assets $9,550 3,209 2,270 $15,029 1999 North Diversified America Europe Services Total Revenue from external customers $ 194 59 50 $ 303 Inter-segment revenue $ 17 1 - $ 18 Net profit $ 28 6 3 $ 37 Assets $9,360 2,736 2,127 $14,223 Supplemental segment data for the nine months ended September 30, 2000 North Diversified America Europe Services Total Revenue from external customers $ 691 196 158 $ 1,045 Inter-segment revenue $ 33 2 - $ 35 Net profit $ 92 13 10 $ 115 1999 North Diversified America Europe Services Total Revenue from external customers $ 575 165 140 $ 880 Inter-segment revenue $ 33 2 - $ 35 Net profit $ 82 14 8 $ 104 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 (FASB) issued Statement of Financial Accounting Standards (SFAS) 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. Changes in fair value are to be recorded in current earnings or other comprehensive income depending on the purpose and characteristics of the derivative. SFAS 137 deferred implementation of SFAS 133 until January 1, 2001. The impact SFAS 133 will have on our financial statements is dependent on market conditions, changes in our derivative portfolio and additional guidance to be issued by the FASB among other factors. Based upon current conditions and our current portfolio, implementation of this standard will not have a material impact on our financial statements. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition THREE MONTHS ENDED SEPTEMBER 30, 1999 VS. THREE MONTHS ENDED SEPTEMBER 30, 2000 REVENUES Total revenues for the third quarter of 2000 were a record $378 million. The increase of $75 million over the same period last year was primarily the result of continued portfolio growth and a higher yield on contracts. The annualized interest rate on finance receivables was 9.10% for the third quarter of 2000 compared with 8.03% for the third 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 of $26 million for the third quarter of 2000, an increase of $5 million from the same period last year, included: Increases of: Interest income from Caterpillar $5 million Gain on sale of receivables $3 million Gain on sale of equipment returned from lease $2 million Decreases of: Securitization related revenue $5 million EXPENSES Interest expense for the third quarter of 2000 increased $53 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 6.57% for the third quarter of 2000 as compared to 5.28% for the third quarter of 1999. Depreciation expense increased $13 million over the third quarter of 1999 due to new operating lease business. General, operating and administrative expenses increased $1 million during the third quarter of 2000 as compared to the same period last year. Employment increased by 65 from last year's third quarter to 992 employees at September 30, 2000. The provision for credit losses was the same for both the third quarter of 1999 and the third quarter of 2000. NET PROFIT Net profit for the third quarter of 2000 was a record $43 million. The $6 million increase from the third quarter of 1999 is primarily the result of a larger portfolio and gains on sale of receivables. PORTFOLIO The portfolio was $13,176 million at September 30, 2000, an increase of $1,380 million over the same period last year. During the third quarter of 2000, we financed new retail business transactions totaling $1,287 million as compared to $1,369 million during the third quarter of 1999. The $82 million decline is principally related to lower Caterpillar sales in the United States and a lower average amount financed per unit in the United States and Europe. At September 30, 2000, we serviced $1,293 million in receivables sold to others, which consist of $750 million in wholesale receivables under revolving, asset-backed securitization agreements, $444 million of installment sale contracts and $99 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 third quarter of 2000, we sold $160 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 ended: September September 30, 2000 30, 1999 Balance at beginning of quarter $ 144 $ 138 Provision for credit losses 13 13 Receivables written off, net of recoveries (5) (4) Adjustment for sale of receivables - (5) Foreign currency translation adjustment (4) 2 $ 148 $ 144 Receivables that were past due over 30 days were 3.83% of the total receivables at September 30, 2000, as compared to 2.49% at September 30, 1999. The increase is primarily related to increased past due receivables in Latin America and the United States. Bad debt write-offs, net of recoveries, were $5 million for the quarter compared with $4 million for the same period one year ago. 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. NINE MONTHS ENDED SEPTEMBER 30, 1999 VS. NINE MONTHS ENDED SEPTEMBER 30, 2000 REVENUES Total revenues for the first nine months of 2000 were $1,045 million. The increase of $165 million over the same period last year was primarily the result of continued portfolio growth and a higher yield. The annualized interest rate on finance receivables was 8.74% for the first nine months of 2000 compared with 8.08% for the first nine 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 was $68 million for the first nine months of 2000, an increase of $6 million from the same period last year and included: Increases of: Gain on sale of receivables $10 million Interest income from Caterpillar $ 9 million Gain on sale of equipment returned from lease $ 2 million Decreases of: Securitization related revenue $16 million EXPENSES Interest expense for the first nine months of 2000 increased $119 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 6.30% for the first nine months of 2000 as compared to 5.44% for the first nine months of 1999. Depreciation expense increased $35 million over the first nine months of 1999 due to new operating lease business. General, operating and administrative expenses increased $3 million during the first nine months of 2000 as compared to the same period last year. This increase is primarily due to staff-related expenses. The provision for credit losses decreased $7 million compared to the first nine 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. NET PROFIT Net profit for the first nine months of 2000 was $115 million, an $11 million increase from the first nine months of 1999. PORTFOLIO During the first nine months of 2000, we financed new retail business transactions totaling $4,037 million as compared to $4,233 million during the first nine months of 1999. The $196 million decline is principally related to lower Caterpillar sales in the United States and a lower average amount financed per unit in the United States and Europe. ALLOWANCE FOR CREDIT LOSSES The following table shows activity related to the Allowance for Credit Losses for the nine months ended: September September 30, 2000 30, 1999 Balance at beginning of year $ 134 $ 111 Provision for credit losses 43 50 Receivables written off, net of recoveries (21) (12) Adjustments for sale of receivables - (5) Foreign currency translation adjustment (8) - $ 148 $ 144 CAPITAL RESOURCES AND LIQUIDITY Operations for the first nine months of 2000 were funded with a combination of bank borrowings, commercial paper, medium-term notes, proceeds from the sale of receivables and retained earnings. At September 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 $3,250 million, are shared with Caterpillar under the following allocation: Five-year 364-day Facility Facility Total Caterpillar $ 200 $ 200 $ 400 Caterpillar Financial Services Corp. 1,740 1,110 2,850 Total $1,940 $1,310 $3,250 The five-year facility expires on Oct. 5, 2002; the 364-day facility expires on Sept. 27, 2001. At September 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. Under this program, commercial paper is issued by our subsidiary, Caterpillar International Finance, Plc. with our guarantee, or by us. At September 30, 2000, there were no borrowings under this credit line. Short-term credit lines from banks. These credit lines total $365 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 September 30, 2000, we had $74 million outstanding against these credit lines. Variable amount lending agreements with Caterpillar. Under these agreements, we may borrow up to $824 million from Caterpillar, and Caterpillar may borrow up to $667 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 $306 million and notes receivable of $376 million outstanding at September 30, 2000. Total outstanding borrowings. At September 30, 2000, total outstanding borrowings were $11,763 million, an increase of $967 million over December 31, 1999. Outstanding borrowings primarily include: $8,767 million of medium-term notes $2,430 million of commercial paper $ 306 million of notes payable to Caterpillar $ 74 million of bank borrowings Our debt-to-equity ratio at September 30, 2000 was 8.2 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 September 30, 2000, we had interest rate swap contracts outstanding with notional amounts totaling $3,096 million and terms up to fifteen years. These contracts change: $2,519 million of floating rate debt to fixed rate debt $ 578 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 September 30, 2000, we had foreign exchange contracts totaling $1,504 million. 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 We filed an 8-K on September 8, 2000 relating to Registration Statement (Form S- 3), registration No. 333-35460. 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: October 20, 2000 By: /s/K.C. Springer K.C. Springer, Controller and Principal Accounting Officer Date: October 20, 2000 By: /s/J.S. Beard J.S. Beard, President