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, 1998 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) 3322 WEST END AVENUE, NASHVILLE, TENNESSEE 37203-0983 (Address of principal executive offices) Registrant's telephone number, including area code: (615) 386-5800 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, 1998 one share of common stock of the Registrant was outstanding. HIGHLIGHTS: FIRST QUARTER 1998 VS. FIRST QUARTER 1997 Caterpillar Financial Services Corporation reported record revenues and new retail financing activity. Revenues were a record $221.6 million, an increase of $38.6 million or 21% from last year. Profit was $23.8 million, a $3.2 million or 12% decrease compared with 1997. This decrease was the result of increased provision for credit losses due to the volume of new business and an increase in interest expense. New retail financing business was a first quarter record of $1,246.1 million, an increase of $392.7 million or 46% from 1997. In January, Caterpillar Financial Services Corporation entered into an agreement to purchase trade receivables from Caterpillar Inc. on a weekly basis. The initial purchase was $874.4 million. The outstanding balance at March 31, 1998 was $814.0 million. James S. Beard, vice president of Caterpillar Inc. and president of Caterpillar Financial Services Corporation said, "Cat Financial had an exceptional first quarter. We are pleased with our record growth and the excellent credit quality of our portfolio." Caterpillar Financial Services Corporation Form 10-Q for the Quarter Ended March 31, 1998 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 8-10 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 1997 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.; 3322 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 Dec. 31, March 31, 31, 1998 1997 1997 Assets: Cash and cash equivalents $ $ $ 25.7 41.5 30.9 Finance receivables Wholesale notes receivable 1,232.4 497.9 385.8 Retail notes receivable 1,978.2 1,852.1 1,624.6 Investment in finance receivables 5,408.4 4,993.6 4,561.1 8,619.0 7,343.6 6,571.5 Less: Unearned income 719.9 661.8 621.5 Allowance for credit losses 99.3 83.5 79.2 7,799.8 6,598.3 5,870.8 Equipment on operating leases, less accumulated depreciation 585.0 558.7 526.8 Deferred income taxes 4.9 4.6 3.2 Other assets 341.1 223.7 178.5 Total assets $8,756.5 $7,426.8 $6,610. 2 Liabilities and stockholder's equity: Payable to dealers and others $ 114.0 $ 84.9 $ 80.3 Payable to Caterpillar Inc. - 62.8 243.5 308.0 Borrowings Payable to Caterpillar Inc. - Other 2.8 4.1 2.4 Accrued interest payable 87.4 47.3 62.4 Income taxes payable 65.2 81.4 51.5 Other liabilities 33.3 22.2 26.7 Short-term borrowings 2,877.0 2,731.5 2,471.3 Current maturities of long-term 1,344.0 1,087.9 1,122.5 debt Long-term debt 3,204.4 2,274.2 1,732.8 Deferred income taxes 31.9 38.7 40.1 Total liabilities 7,822.8 6,615.7 5,898.0 Common stock - $1 par value Authorized: 2,000 shares Issued and outstanding: one share 495.0 395.0 345.0 Retained Earnings 466.5 442.7 375.6 Foreign currency translation (27.8) (26.6) (8.4) adjustment Total stockholder's equity 933.7 811.1 712.2 Total liabilities and stockholder's $8,756.5 $7,426.8 $6,610. equity 2 Caterpillar Financial Services Corporation Consolidated Results of Operations (Unaudited) (Millions of Dollars) Three Months Ended March March 31, 31, 1998 1997 Revenues: Wholesale finance $ 19.8 $ 5.5 Retail finance 139.4 118.1 Rental 48.2 41.6 Other 14.2 17.8 Total revenues 221.6 183.0 Expenses: Interest 105.5 79.5 Depreciation 37.7 31.9 General, operating, and 25.6 21.3 administrative Provision for credit losses 15.3 8.6 Other expense .2 .1 Total expenses 184.3 141.4 Profit before income taxes 37.3 41.6 Provision for income taxes 13.5 14.6 Profit $ 23.8 $ 27.0 Caterpillar Financial Services Corporation Consolidated Statement Of Changes in Equity (Unaudited) (Millions of Dollars) Three Months Ended March 31, March 31, 1998 1997 Retained earnings: Balance at January 1 $ 442.7 $ 348.6 Profit 23.8 $ 23.8 27.0 27.0 Balance at March 31 $ 466.5 $ 375.6 Accumulated other comprehensive income: Balance at January 1 $ $ (26.6) 1.8 Foreign currency (1.2) (1.2) (10.2) (10.2) translation adjustment Comprehensive income $ $ 16.8 22.6 Balance at March 31 $ (27.8) $ (8.4) Balance at January 1 $ 395.0 $ 345.0 Equity capital from 100.0 - Caterpillar Balance at March 31 $495.0 $ 345.0 Total equity $ 933.7 $ 712.2 Caterpillar Financial Services Corporation Consolidated Statement Of Cash Flows (Unaudited) (Millions of Dollars) Three Months Ended March 31, March 31, 1998 1997 Cash flows from operating activities: Profit $23.8 $ 27.0 Adjustments for non-cash items: Depreciation 37.7 31.9 Provision for credit losses 15.3 8.6 Other (4.2) - Change in assets and liabilities: Receivables from customers and others (60.1) (41.0) Deferred income taxes (6.8) (1.4) Payable to dealers and others 29.3 (6.6) Payable to Caterpillar Inc. - Other (2.8) (0.3) Accrued interest payable 40.0 23.3 Income taxes payable (16.2) 11.1 Other, net (8.5) 7.7 Net cash provided by operating 47.5 60.3 activities Cash flows from investing activities: Additions to property and equipment (89.5) (72.3) Disposals of equipment 31.9 34.4 Additions to finance receivables (3,258.7) (1,299.7) Collections of finance receivables 1,715.6 679.2 Proceeds from sales of receivables 340.2 326.1 Other, net .1 - Net cash used for investing activities (1,260.4) (332.3) Cash flows from financing activities: Additional paid-in capital 100.0 - Payable to Caterpillar Inc. - borrowings (179.2) 157.5 Proceeds from long-term debt 1,466.5 472.4 Payments on long-term debt (280.0) (218.2) Short-term borrowings, net 93.9 (133.8) Net cash provided by financing 1,201.2 277.9 activities Effect of exchange rate changes on cash (4.1) (2.0) Net change in cash and cash equivalents (15.8) 3.9 Cash and cash equivalents at beginning of 41.5 27.0 year Cash and cash equivalents at end of year $ 25.7 $ 30.9 Cash paid for interest $ 79.1 $ 51.9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition THREE MONTHS ENDED MARCH 31, 1997 VS. THREE MONTHS ENDED MARCH 31, 1998 REVENUES Total revenues for the first quarter of 1998 were a record $221.6 million. The increase of $38.6 million over the same period last year was primarily the result of continued portfolio growth. The annualized interest rate on finance receivables was 8.7 % for the first quarter of 1998 compared with 8.6% for the first quarter of 1997. The tax benefits of governmental lease purchase contracts and tax-oriented leases are not included in these annualized interest rates. Other revenue of $14.2 million for the first quarter of 1998 included securitization-related revenue, fees, and other miscellaneous revenue. The decrease of $3.6 million, as compared to the first quarter of 1997, was primarily due to securitization revenue. EXPENSES Interest expense for the first quarter increased $26.0 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 6.1% for the first quarter of 1998 as compared to 5.8% for the first quarter of 1997 due primarily to market rates at the time of borrowing. Depreciation expense increased $5.8 million over the first quarter of 1997 due to new operating lease business. Net equipment on operating leases increased $26.3 million over the first quarter of 1997. General, operating, and administrative expenses increased $4.3 million during the first quarter of 1998 as compared to the same period last year. This increase is primarily due to staff-related expenses and other expenses incurred due to increased new business and to service the larger managed portfolio. The number of full- time employees increased to 730 at March 31, 1998, an increase of 136 from last year's first quarter. The effective income tax rate for the first quarter of 1998 was 36% as compared to 35% for the first quarter of 1997. PROFIT Profit for the first quarter of 1998 was $23.8 million, a $3.2 million decrease from the first quarter of 1997. This decrease is primarily the result of increased interest expense and increased provision for credit losses. PORTFOLIO The portfolio value was $8,418.0 million at March 31, 1998, an increase of $1,992.1 million over the same period last year. During the first quarter of 1998 we financed new retail business transactions totaling $1,246.1 million as compared to $853.4 million during the first quarter of 1997. This increase resulted primarily from financing an increased percentage of deliveries of Caterpillar product in North America. In January 1998, we entered into an agreement with Caterpillar Inc. ("Caterpillar") to purchase certain U.S. dealer receivables from Caterpillar at a discount. Under this agreement Caterpillar will continue to service the receivables. On a weekly basis, we use a portion of the collections from these receivables to purchase more receivables. At March 31, 1998, the balance of receivables owned by us and serviced by Caterpillar was $814.0 million, which is classified as wholesale notes receivable. At March 31, 1998, we serviced $1,254.7 million in receivables sold to others which consist of $550.0 million in wholesale receivables, under a revolving asset-backed securitization agreement, and $704.7 million of installment sale contracts. ALLOWANCE FOR CREDIT LOSSES The following table shows activity related to the Allowance for Credit Losses: March 31, March 31, 1998 1997 Balance at beginning of year $ 83.5 $ 74.4 Provision for credit losses 15.3 8.6 Receivables written off, net of .4 (2.9) recoveries Foreign currency translation adjustment .1 (.9) $ 99.3 $ 79.2 The provision for credit losses increased $6.7 million over the first quarter of 1997 primarily due to record new business. Receivables that were past due over 30 days were 1.6% of the total receivables at March 31, 1998, as compared to 2.7% at March 31, 1997. 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 1998 were funded with a combination of bank borrowings, commercial paper, equity capital invested by Caterpillar Inc., medium-term notes and retained earnings. At March 31, 1998, we had the following credit lines available: Short-term credit lines from banks. These credit lines total $577.1 million and will be eligible for renewal at various dates throughout 1998. They are used for bank borrowings and as support for our outstanding commercial paper and commercial paper guarantees. At March 31, 1998, we had $138.2 million outstanding against these credit lines. Variable amount lending agreements with Caterpillar. Under these agreements, we may borrow up to $788.2 million from Caterpillar, and Caterpillar may borrow up to $533.2 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 $62.8 million outstanding at March 31,1998 and $243.5 million at December 31, 1997, but had no loans receivable under these agreements. Two syndicated revolving credit lines. The two revolving credit lines totaling $2,500.0 million are shared with Caterpillar with the following allocation: Five-year 364-day Total Facility Facility Caterpillar $187.5 $ 62.5 $ 250.0 Caterpillar Financial 1,687.5 562.5 2,250.0 Services Corp. Total $ 1,875.0 $ 625.0 $ 2,500.0 We can request a change to this distribution to maintain the required amount of support for our outstanding commercial paper and guarantees of commercial paper. At March 31, 1998, there were no borrowings under these lines. European revolving credit line. This $1.0 billion credit line 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, 1998, there were no borrowings under this credit line. Total outstanding borrowings at March 31,1998 was $7,488.2 million, an increase of $1,151.1 million over December 31, 1997. Outstanding borrowings primarily include: $4,507.5 million of medium-term notes $2,680.7 million of commercial paper $138.2 million of bank borrowings In January, Caterpillar Inc. contributed an additional $100.0 million of equity capital. Our debt-to-equity ratio at March 31, 1998 was 8.0 to 1 as compared to 7.8 to 1 at December 31, 1997. 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, 1998, we had interest rate swap contracts outstanding with notional amounts totaling $2,028.8 million and terms up to five years. These contracts change: $1,493.2 million of floating rate debt to fixed rate debt $417.5 million of fixed rate debt to floating rate debt $118.1 million of floating rate debt to floating rate debt having different characteristics 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, 1998, we had foreign exchange contracts totaling $1,077.5 million, $3.6 million of which were with Caterpillar. They hedge: foreign currency denominated receivables and debt of international subsidiaries a portion of our net investment in Thailand 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 30, 1998 By: /s/K.C. Springer K.C. Springer, Controller and Principal Accounting Officer Date: April 30, 1998 By: /s/J.S. Beard J.S. Beard,President