SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
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. 1-768
CATERPILLAR INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 37-0602744
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 NE ADAMS STREET,
PEORIA, ILLINOIS 61629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (309) 675-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock ($1.00 par value) Chicago Stock Exchange
New York Stock Exchange
Pacific Stock Exchange
Preferred Stock Purchase Rights Chicago Stock Exchange
New York Stock Exchange
Pacific Stock Exchange
9 1/8% Notes due December 15, 1996 New York Stock Exchange
9 3/8% Notes due July 15, 2000 New York Stock Exchange
9 3/8% Notes due July 15, 2001 New York Stock Exchange
9% Debentures due April 15, 2006 New York Stock Exchange
9 3/8% Debentures due August 15, 2011 New York Stock Exchange
9 3/4% Sinking Fund Debentures due New York Stock Exchange
June 1, 2019
9 3/8% Debentures due March 15, 2021 New York Stock Exchange
8% Debentures due February 15, 2023 New York Stock Exchange
6% Debentures due May 1, 2007 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by 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 [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of December 31, 1994, there were 200,442,087 shares of common stock
of the Registrant outstanding, and the aggregate market value of the voting
stock held by non-affiliates of the Registrant (assuming only for purposes of
this computation that directors and officers may be affiliates) was
$10,995,126,605.
DOCUMENT INCORPORATED BY REFERENCE
Portions of the document listed below have been incorporated by reference
into the indicated parts of this report, as specified in the responses to the
item numbers involved.
1995 Annual Meeting Proxy Statement (Parts I, II, III and IV)
PART I
Item 1. Business.
Principal Business Segments
- ---------------------------
Caterpillar Inc. together with its consolidated subsidiaries (the
"Company") operates in three principal business segments:
(1) Machinery--Design, manufacture, and marketing of construction,
mining, and agricultural machinery--track and wheel tractors,
track and wheel loaders, pipelayers, motor graders, wheel
tractor-scrapers, track and wheel excavators, backhoe loaders,
log skidders, log loaders, off-highway trucks, articulated
trucks, paving products, and related parts.
(2) Engines--Design, manufacture, and marketing of engines for
earthmoving and construction machines, on-highway trucks, and
locomotives; marine, petroleum, agricultural, industrial, and
other applications; electric power generation systems; and
related parts. Caterpillar diesel and spark-ignited engines meet
power needs ranging from 54 to 8,000 horsepower. Turbines range
from 1,340 to 15,000 horsepower (1000 to 11 200 kilowatts).
(3) Financial Products--Provides financing alternatives for
Caterpillar and noncompetitive related equipment, and extends
loans to Caterpillar customers and dealers. Also provides
various forms of insurance for Caterpillar dealers and customers
to help support their purchase and financing of Caterpillar
equipment.
Note 24 of the Notes to Consolidated Financial Statements on pages A-24
and A-25 of the Appendix to the Company's 1995 Annual Meeting Proxy
Statement contains additional information regarding the Company's business
segments and geographic segments and is incorporated herein by reference.
Company Operations
- ------------------
The Company conducts operations in the Machinery and Engines segments of
its business under highly competitive conditions, including intense price
competition. It places great emphasis upon the high quality and performance of
its products and the service support for such products which is supplied by its
dealers. Although no one competitor is believed to produce all of the same
types of machines and engines produced by the Company, there are numerous
companies, large and small, which compete with the Company in the sale of each
of its products.
Machines are distributed principally through a worldwide organization of
independent full-line dealers, and one company-owned dealership, 65 located in
the United States and 122 located outside the United States. Worldwide, these
dealers have more than 1,250 places of business. Diesel and spark-ignited
engines are sold through the worldwide dealer organization and to other
manufacturers for use in products manufactured by them. Caterpillar dealers do
not deal exclusively in the Company's products, although in most cases sales
and servicing of the Company's products are the dealers' principal business.
Turbines are sold through a sales force employed by Solar Turbines
Incorporated, a wholly owned subsidiary, or its subsidiaries and associated
companies. These employees are from time to time assisted by independent sales
representatives.
Financial Products consists primarily of Caterpillar Financial Services
Corporation and its subsidiaries, and Caterpillar Insurance Services
Corporation.
1
Further information concerning the Company's operations in 1994 and its
outlook for 1995 appears under the caption "Management's Discussion and
Analysis" on pages A-28 through A-37 of the Appendix to the Company's 1995
Annual Meeting Proxy Statement, which pages are incorporated herein by
reference.
Patents and Trademarks
- ----------------------
The Company's products are sold primarily under the marks "Caterpillar,"
"Cat," "Solar," and "Barber-Greene." The Company owns a number of patents and
trademarks relating to the products manufactured by it, which have been
obtained over a period of years. These patents and trademarks have been of
value in the growth of the Company's business and may continue to be of value
in the future. The Company does not regard any segment of the Company's
business as being dependent upon any single patent or group of patents.
Research and Development
- ------------------------
The Company has always placed strong emphasis on product-oriented
research and engineering relating to the development of new or improved
machines, engines and major components. In 1994, 1993 and 1992, the Company
expended $435 million, $455 million and $446 million, respectively, on its
research and engineering program. Of these amounts, $311 million in 1994, $319
million in 1993 and $310 million in 1992 were attributable to new prime products
and major component development and major improvements to existing products.
The remainders were attributable to engineering costs incurred during the early
production phase as well as ongoing efforts to improve existing products.
During 1994 the Company announced several new products as well as improvements
to existing products. The Company expects to continue the development of new
products and improvements to existing products in the future.
Employment
- ----------
At December 31, 1994, the Company employed 53,986 persons of whom 14,237
were located outside the United States.
Sales
- -----
Sales outside the United States were 49% of consolidated sales in 1994,
compared with 49% in 1993 and 55% in 1992.
Environmental Matters
- ---------------------
CAPITAL EXPENDITURES AND EXPENSES
The Company is subject to extensive environmental regulation at the
federal, state, and local level. Research, engineering, depreciation, and
administrative expenses related to environmental regulation compliance totaled
approximately $125 million in 1994 and are expected to increase moderately in
1995. Capital expenditures for pollution abatement and control were
approximately $11 million in 1994 and are expected to increase moderately in
1995. These expenses and expenditures are expected to remain relatively
constant through 1999 and are not expected to have a material impact upon
Company capital expenditures, earnings, or competitive position, subject to the
evolving nature and interpretation of the environmental laws by applicable
authorities and future technology.
With respect to compliance with the 1990 amendments to the Clean Air Act
in particular, research, engineering, and operating expenses totaled $29 million
and capital expenditures totaled $4 million in 1994. In 1995, expenses and
capital expenditures associated with Clean Air Act compliance are expected to
remain constant.
2
The 1990 Amendments to the Clean Air Act are scheduled to be implemented
throughout the 1990s and the first decade of the 21st Century. Many
regulations necessary for implementation have not been promulgated.
Accordingly, the overall impact of the amendments on Company capital
expenditures and product design is still uncertain.
REMEDIATION COSTS
As of December 31, 1994, the Company, in conjunction with numerous other
parties, has been identified as a potentially responsible party ("PRP") and is
actively participating in 17 sites identified by the EPA or similar state
authorities for remediation under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 ("CERCLA") or comparable federal or
state statutes ("CERCLA sites"). The Company is also involved in remediation
activities at other sites located on property either currently or formerly
owned by the Company. Lawsuits and claims involving additional environmental
matters are likely to arise from time to time.
In assessing potential environmental liability, the Company considers:
. whether it has been designated as a PRP under CERCLA;
. if the Company has been so designated, the number of other PRPs
designated at a site;
. the relative volume contribution alleged for the Company at a
particular site;
. documentation, if any, linking the Company to a particular site;
. stage of the proceedings;
. available technology;
. studies conducted by independent environmental consultants;
. prior experience regarding environmental remediation; and
. experience of other companies and industries regarding
environmental remediation.
With respect to potential liability amounts that are probable and
reasonably estimable, the Company has accrued and charged to income those
amounts. For specific sites where only a range of liability is probable and
reasonably estimable and no amount in the range is a better estimate than
another, the Company has accrued, in accordance with appropriate accounting
literature, the low end of that range. While the Company may have rights of
contribution or reimbursement under insurance policies, amounts that may be
recoverable from other entities by the Company with respect to a particular
site are not considered in establishing the accrual. The amounts accrued in
1994 with respect to potential liability are recorded as part of "Accounts
payable and accrued expenses" on the Company's Statement of Financial Position
appearing on pages A-6 and A-7 of the Appendix to the 1995 Annual Meeting Proxy
Statement. This amount represents less than one percent of that line item and
accordingly is not material to the Company's financial position.
The Company also assesses reasonably possible environmental liability
beyond that which it has accrued. This liability is not probable, but is more
likely than remote. As of December 31, 1994, the amount of Company
environmental liability that is reasonably possible is not expected to have a
material impact on the Company's liquidity, capital resources or results of
operations. Factors considered in assessing reasonably possible liability and
its potential impact on the Company are those stated above. Amounts that may be
recoverable from other entities are not considered. As of December 31, 1994,
potential liability at four sites cannot be assessed because they are in very
early stages of investigation.
3
Item 1a. Executive Officers of the Registrant as of December 31, 1994.
- ---------------------------------------------------------------------------------------------------------------
Present Caterpillar Inc. Principal positions held during the
Name and Age position and date of past five years other than
initial election Caterpillar Inc. position currently held
- ---------------------------------------------------------------------------------------------------------------
Donald V. Fites (60) Chairman of the Board (1990) President
- ---------------------------------------------------------------------------------------------------------------
James W. Wogsland (63) Vice Chairman (1990) Executive Vice President
- ---------------------------------------------------------------------------------------------------------------
Glen A. Barton (55) Group President (1990) Executive Vice President
- ---------------------------------------------------------------------------------------------------------------
Gerald S. Flaherty (56) Group President (1990) Executive Vice President
- ---------------------------------------------------------------------------------------------------------------
R. Rennie Atterbury III (57) Vice President, General Associate General Counsel
Counsel and Secretary (1991)
- ---------------------------------------------------------------------------------------------------------------
James W. Baldwin (57) Vice President (1991) General Manager, Parts and Service Support;
Manager, Parts Distribution, General Office
- ---------------------------------------------------------------------------------------------------------------
Vito H. Baumgartner (54) Vice President (1990) Chairman, Caterpillar Overseas S.A.;
President, Caterpillar Brasil S.A.
- ---------------------------------------------------------------------------------------------------------------
James S. Beard (53) Vice President (1990) President, Caterpillar Financial
Services Corporation
- ---------------------------------------------------------------------------------------------------------------
Richard A. Benson (51) Vice President (1989) President, Caterpillar Industrial Inc.
- ---------------------------------------------------------------------------------------------------------------
Ronald P. Bonati (55) Vice President (1990) Manager, Products Control, General Office
- ---------------------------------------------------------------------------------------------------------------
James E. Despain (57) Vice President (1990) Manager, East Peoria Plant
- ---------------------------------------------------------------------------------------------------------------
Robert C. Dryden (58) Vice President (1981)
- ---------------------------------------------------------------------------------------------------------------
Roger E. Fischbach (53) Vice President (1989)
- ---------------------------------------------------------------------------------------------------------------
Donald M. Ings (46) Vice President (1993) President, Solar Turbines Incorporated; Manager,
Precision Barstock Products, York Plant
- ---------------------------------------------------------------------------------------------------------------
Keith G. Johnson (63) Vice President (1988) Chairman, Shin Caterpillar Mitsubishi Ltd.
- ---------------------------------------------------------------------------------------------------------------
James W. Owens (48) Vice President (1990) President, Solar Turbines Incorporated;
Managing Director, P.T. Natra Raya
- ---------------------------------------------------------------------------------------------------------------
Gerald Palmer (49) Vice President (1992) Director of Technical Services, Technical
Services Division; President, CONEK S.A. de C.V.
- ---------------------------------------------------------------------------------------------------------------
Robert C. Petterson (56) Vice President (1991) President, Caterpillar Brasil S.A.;
Regional Manager, Caterpillar Overseas S.A.
- ---------------------------------------------------------------------------------------------------------------
Siegfried R. Ramseyer (57) Vice President (1992) Managing Director, Caterpillar Overseas S.A.;
Manager, Construction Equipment and Dealer
Administration, Caterpillar Overseas S.A.
- ---------------------------------------------------------------------------------------------------------------
Alan J. Rassi (54) Vice President (1992) General Manager, Aurora Plant;
Plant Manager, Aurora Plant
- ---------------------------------------------------------------------------------------------------------------
Gary A. Stroup (45) Vice President (1992) Business Unit Manager, Component Products
Division; Assistant Director of
Manufacturing, General Office; Planning and
Tooling Manager, East Peoria Plant
- ---------------------------------------------------------------------------------------------------------------
Richard L. Thompson (55) Vice President (1989) President, Solar Turbines Incorporated
- ---------------------------------------------------------------------------------------------------------------
Wayne M. Zimmerman (59) Vice President (1989)
- ---------------------------------------------------------------------------------------------------------------
Robert R. Gallagher (54) Controller (1990) Manager of Tax, General Office
- ---------------------------------------------------------------------------------------------------------------
Rudolf W. Wuttke (56) Treasurer (1991) Secretary and Treasurer, Caterpillar Overseas S.A.
- ---------------------------------------------------------------------------------------------------------------
4
ITEM 2. PROPERTIES.
The Company's operations are highly integrated. Although the majority of
the Company's plants are involved primarily in the production of either
machines or engines, several of the Company's plants are involved in the
manufacture of both machines and engines. In addition, several plants are
involved in the manufacture of components which are used in the assembly of
both machines and engines. The Company's distribution centers and regional
distribution centers are involved in the storage and distribution of parts for
machines and engines. Also, the research and development activities carried on
at the Technical Center involve both machines and engines.
The corporate headquarters for the Company are located in Peoria,
Illinois. Additional marketing headquarters are located both inside and outside
the United States.
All square footage and acreage provided herein is approximated as of
December 31, 1994.
Total Properties
- ----------------
Total properties owned or leased by the Company consist of 67,257,861
square feet of building area, of which 89.8% is owned in fee and 10.2% is
leased.
Owned Properties
- ----------------
Properties owned in fee by the Company consist of 60,395,936 square feet
of building area and 19,123 acres of land. Properties owned by the Company are
believed to be generally well maintained and adequate for the purposes for which
they are presently used. Through planned capital expenditures, the Company
expects these properties to remain adequate for future needs.
Consolidations / Closures / Sales
- ---------------------------------
Over the last five years, in the ordinary course of business, the
Company has consolidated operations and / or closed a number of its facilities.
The Company continues to own closed properties totaling 2,676,643 square feet of
building area and 6,611 acres of land which are no longer utilized in current
operations. These closed properties have been declared surplus and are for
sale.
In December, 1991, the Company announced the probable closure of its
manufacturing facility in York, Pennsylvania. The timing of the closure of the
York facility is still pending. In December, 1994, the Company's manufacturing
facility in Vernon, France was sold. The previously closed distribution
facility located in New Orleans was also sold in 1994.
Leased Properties
- -----------------
Properties leased by the Company consist of 6,861,925 square feet of
building area. These properties are covered by leases expiring over terms of
generally 1 to 10 years. The Company anticipates no difficulty in retaining
occupancy of any of its leased facilities, either by renewing leases prior to
expiration or by replacing them with equivalent leased facilities.
Manufacturing
- -------------
Manufacturing activities are conducted at 26 locations inside the United
States and 12 locations outside the United States. Remanufacturing and
Overhaul activities are conducted at 3 locations inside the United States and 3
locations outside the United States. These facilities have a total building
area of 43,294,650 square feet, of which 98.6% is used for manufacturing and
1.4% is used for remanufacturing and overhaul. These facilities are believed
to be suitable for their intended purposes with adequate capacities for current
and projected needs for existing Company products. A list of the Company's
manufacturing, remanufacturing and overhaul facilities follows with principal
use indicated:
5
Plant Locations inside the U.S. Principal Use
------------------------------- -------------
Gardena, California.................................... Manufacturing
San Diego, California.................................. Manufacturing
Jacksonville, Florida.................................. Manufacturing
Aurora, Illinois....................................... Manufacturing
Decatur, Illinois...................................... Manufacturing
DeKalb, Illinois....................................... Manufacturing
Dixon, Illinois........................................ Manufacturing
East Peoria, Illinois.................................. Manufacturing
Joliet, Illinois....................................... Manufacturing
Mapleton, Illinois..................................... Manufacturing
Mossville, Illinois.................................... Manufacturing
Peoria, Illinois....................................... Manufacturing
Pontiac, Illinois...................................... Manufacturing
Lafayette, Indiana..................................... Manufacturing
Wamego, Kansas......................................... Manufacturing
Menominee, Michigan.................................... Manufacturing
Minneapolis, Minnesota................................. Manufacturing
New Ulm, Minnesota..................................... Manufacturing
Corinth, Mississippi................................... Remanufacturing
Boonville, Missouri.................................... Manufacturing
Clayton, North Carolina................................ Manufacturing
Leland, North Carolina................................. Manufacturing
Dallas, Oregon......................................... Manufacturing
York, Pennsylvania..................................... Manufacturing
Greenville, South Carolina............................. Manufacturing
Rockwood, Tennessee.................................... Manufacturing
DeSoto, Texas.......................................... Overhaul
Houston, Texas......................................... Manufacturing
Mabank, Texas.......................................... Overhaul
Plant Locations outside the U.S. Principal Use
-------------------------------- -------------
Melbourne, Australia................................... Manufacturing
Gosselies, Belgium..................................... Manufacturing
Piracicaba, Brazil..................................... Manufacturing
Edmonton, Canada....................................... Overhaul
Shanghai, China........................................ Manufacturing
Leicester, England..................................... Manufacturing
Grenoble, France....................................... Manufacturing
Rantigny, France....................................... Manufacturing
Godollo, Hungary....................................... Manufacturing
Jakarta, Indonesia..................................... Manufacturing
Bazzano, Italy......................................... Manufacturing
Monterrey, Mexico...................................... Manufacturing
Nuevo Laredo, Mexico................................... Remanufacturing
Tijuana, Mexico........................................ Overhaul
St. Petersburg, Russia................................. Manufacturing
6
Financial Products
- ------------------
A majority of the activity of the Financial Products Division is
conducted from its leased headquarters located in Nashville, Tennessee. The
Financial Products Division also leases 5 other office locations inside the
United States and 9 office locations outside the United States and shares other
office space with other Company entities.
Distribution
- ------------
The Company's distribution activities are conducted at 10 Distribution
Center locations (3 inside the United States and 7 outside the United States)
and 13 Regional Distribution Center locations (12 inside the United States and
1 outside the United States). These locations have a total building area of
9,230,277 square feet and are used for the distribution of Company products.
Caterpillar Logistics Services, Inc. distributes other companies' products
utilizing certain of the Company's distribution facilities as well as other
non-Company facilities located both inside and outside the United States. The
Company also owns or leases other storage facilities which support distribution
activities.
Technical Center, Training / Demonstration Areas and Proving Grounds
- ---------------------------------------------------------------------
The Company owns a Technical Center located in Mossville, Illinois and
various other training / demonstration areas and proving grounds located both
inside and outside the United States.
Capital Expenditures
- --------------------
During the five years ended December 31, 1994, changes in investment in
land, buildings, machinery and equipment of the Company were as follows (stated
in millions of dollars):
Expenditures Disposals Net Increase
-------------------- Provisions for and Other (Decrease)
Year U.S. Outside U.S. Depreciation Adjustments During Period
- -------------------------------------------------------------------------------
1990 $708 $331 $(513) $ (45) $ 481
- -------------------------------------------------------------------------------
1991 $610 $164 $(593) $(118) $ 63
- -------------------------------------------------------------------------------
1992 $502 $138 $(644) $ (91) $ (95)
- -------------------------------------------------------------------------------
1993 $508 $124 $(661) $ (98) $(127)
- -------------------------------------------------------------------------------
1994 $508 $186 $(680) $ (65) $ (51)
- -------------------------------------------------------------------------------
At December 31, 1994, the net book value of properties located outside
the United States represented 25.9% of the net properties on the consolidated
financial position. Further information concerning the Company's investment in
land, buildings, machinery and equipment appears under Notes 1D and 11 of the
"Notes to Consolidated Financial Statements" on pages A-10 and A-16 and A-17
respectively, of the Appendix to the 1995 Annual Meeting Proxy Statement, which
Notes are incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a party to litigation matters and claims which are normal
in the course of its operations, and, while the results of such litigation and
claims cannot be predicted with certainty, management believes, based on the
advice of counsel, the final outcome of such matters will not have a materially
adverse effect on the consolidated financial position.
7
On September 6, 1994, the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America ("UAW"), UAW Local 974,
and Citizens for a Better Environment filed a complaint against the Company
with the Illinois Pollution Control Board ("Board"). The complaint generally
alleges, in seven counts, that the Company has violated certain provisions of
the Illinois Environmental Protection Act and Board regulations with respect to
a particular property in East Peoria, Illinois. The complaint further alleges
that the maximum penalties for the alleged violations total $199 million. The
Company believes the claims are without merit and will vigorously contest them.
The Company further believes final resolution of this matter will not have a
material impact on the Company's liquidity, capital resources, or results of
operations.
On May 12, 1993, a Statement of Objections ("Statement") was filed by
the Commission of European Communities against Caterpillar Inc. and certain
overseas subsidiaries ("Company"). The Statement alleges that certain service
fees payable by dealers, certain dealer recordkeeping obligations, a restriction
which prohibits a European Community ("EC") dealer from appointing subdealers,
and certain export pricing practices and parts policies violate EC competition
law under Article 85 of the European Economic Community Treaty. The Statement
seeks injunctive relief and unspecified fines. Based on an opinion of counsel,
the Company believes it has strong defenses to each allegation set forth in the
Statement.
On November 19, 1993, the Commission of European Communities informed
the Company that a new complaint has been received by it alleging that certain
export parts policies violate Article 85 and Article 86 of the European Economic
Community Treaty. The Commission advised the Company that it intends to deal
with the new complaint within the framework of the proceedings initiated on
May 12, 1993. Based on an opinion of counsel, the Company believes it has
strong defenses to the allegations set forth in the new complaint.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information required by Item 5 is incorporated by reference from
under the caption "Common Stock Price Range" and the first paragraph under the
caption "Number of Stockholders" appearing on page A-38 and under the caption
"Dividends" on page A-33 of the Appendix to the Company's 1995 Annual Meeting
Proxy Statement.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by Item 6 is incorporated by reference from
pages A-26 and A-27 of the Appendix to the Company's 1995 Annual Meeting Proxy
Statement under the caption "Eleven-year Financial Summary" but only for the
years 1990-1994, inclusive, and then only with respect to the information set
forth for each of such years under the following captions: "Sales and revenues,"
"Profit (loss) before effects of accounting changes/(1)/" (including the
footnote indicated), "Effects of accounting changes (note 2)" (including the
note indicated), "Profit (loss)/(1)/ (including the footnote indicated),"
"Profit (loss) per share of common stock: /(1)(2)/ Profit (loss) before effects
of accounting changes/(1)/" (including the footnote indicated), "Profit (loss)
per share of common stock:/(1)(2)/ Effects of accounting changes (note 2)"
(including the footnotes and note indicated), "Profit (loss) per share of common
stock:/(1)(2)/ Profit (loss)" (including the footnotes indicated), "Dividends
declared per share of common stock," "Total assets: Machinery and Engines,"
"Total assets:
8
Financial Products," "Long-term debt due after one year: Machinery and Engines,"
and "Long-term debt due after one year: Financial Products."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by Item 7 is incorporated by reference from
under the caption "Management's Discussion and Analysis" on pages A-28 through
A-37 of the Appendix to the Company's 1995 Annual Meeting Proxy Statement.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by Item 8 is incorporated by reference from
the Report of Independent Accountants appearing on page A-3, and the Financial
Statements and Notes to Consolidated Financial Statements appearing on pages
A-4 through A-25 of the Appendix to the Company's 1995 Annual Meeting Proxy
Statement.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by Item 10 relating to identification of
directors is incorporated by reference from pages 3 through 7 of the Company's
1995 Annual Meeting Proxy Statement under the captions "Nominees for Election as
Directors for Terms Expiring in 1998," "Directors Continuing in Office in the
Class of 1996," and "Directors Continuing in Office in the Class of 1997."
Identification of executive officers appears herein under Item 1a. There are no
family relationships between the officers and directors of the Company. All
officers serve at the pleasure of the Board of Directors and are regularly
elected at a meeting of the Board of Directors in April of each year.
Information required under Item 405 of Regulation S-K is incorporated by
reference from under the caption "Filings Pursuant to Section 16 of the
Securities and Exchange Act of 1934" appearing on page 24 of the Company's 1995
Annual Meeting Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 is incorporated by reference from
under the caption "Compensation of Directors" which appears on page 9, from
under the caption "Report of the Compensation Committee" on pages 11 through 15,
from under the caption "Performance Graph" on page 16, from under the caption
"Executive Compensation" and the tables thereunder which appear on pages 17
through 19, from under the caption "Pension Program" (including footnotes) and
the table thereunder which appear on pages 19 and 20, and from under the caption
"Compensation Committee Interlocks and Insider Participation" which appears on
page 16 of the Company's 1995 Annual Meeting Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by Item 12 is incorporated by reference from
pages 10 and 11 of the Company's 1995 Annual Meeting Proxy Statement under the
caption "Equity Security Ownership of Management and Certain Other Beneficial
Owners (as of December 31, 1994)."
9
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by Item 13 is incorporated by reference from
the Company's 1995 Annual Meeting Proxy Statement from under the caption
"Certain Relationships and Related Transactions" appearing on page 20 and from
under the caption "Compensation Committee Interlocks and Insider Participation"
on page 16.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements:
Report of Independent Accountants (p. A-3)*
Statement 1 Consolidated Results of Operations for the
Years Ended December 31 (p. A-4)*
Statement 2 Changes in Consolidated Stockholders' Equity
for the Years Ended December 31 (p. A-5)*
Statement 3 Financial Position at December 31 (p. A-6
and p. A-7)*
Statement 4 Statement of Cash Flows for the Years Ended
December 31 (p. A-8 and p. A-9)*
Notes to Consolidated Financial Statements (pp. A-10
through A-25)*
2. Financial Statement Schedule:
Report of Independent Accountants on Financial Statement
Schedule
Schedule VIII Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the notes thereto
incorporated by reference.
(b) One report on Form 8-K, dated December 14, 1994, was filed
during the last quarter of 1994. The Form 8-K reported information pursuant to
Item 5 "Other Events." No financial statements were filed as part of the report
on Form 8-K.
(c) Exhibits:
3 (a)(i) Restated Certificate of Incorporation.
3 (a)(ii) Certificate of Designation, Preferences and Rights
of the Terms of the Series A Junior Participating
Preferred Stock (incorporated by reference from
Exhibit 3(a) to Form 10-K for the year ended
December 31, 1991, Commission File No. 1-768).
(b) Bylaws (incorporated by reference from Exhibit 3(b)
to Form 10-K for the year ended December 31, 1990,
Commission File No. 1-768).
4 (a) Rights Agreement dated as of November 12, 1986,
between Caterpillar Inc., the Registrant hereunder,
and First Chicago Trust Company of New York
(formerly Morgan Shareholder Services Trust Company)
(incorporated by reference from Exhibit 10(a) to
Form 10-K for the year ended December 31, 1990,
Commission File No. 1-768) and First Amendment to
Rights Agreement dated December 9, 1992
(incorporated by reference from Exhibit 10(a) to
Form 10-K for the year ended December 31, 1992,
Commission File No. 1-768).
10 (a) 1977 Stock Option Plan as amended (incorporated by
reference from Exhibit 10(b) to Form 10-K for the
year ended December 31, 1984, Commission File
No. 1-768).**
10
(b) 1987 Stock Option Plan as amended and Long Term
Incentive Supplement (incorporated by reference from
Exhibit 10(b) to Form 10-K for the year ended December
31, 1993, Commission File No. 1-768).**
(c) Supplemental Pension Benefit Plan, as amended and
restated (incorporated by reference from Exhibit 10(c)
to Form 10-K for the year ended December 31, 1993,
Commission File No. 1-768).**
(d) Supplemental Employees' Investment Plan (incorporated
by reference from Exhibit 10(e) to Form 10-K for the
year ended December 31, 1987, Commission File No.
1-768).**
(e) Caterpillar Inc. 1993 Corporate Incentive Compensation
Plan Management and Salaried Employees, as amended and
restated (incorporated by reference from Exhibit 10(e)
to Form 10-K for the year ended December 31, 1993,
Commission File No. 1-768).**
(f) Directors' Deferred Compensation Plan, as amended and
restated (incorporated by reference from Exhibit 10(f)
to Form 10-K for the year ended December 31, 1993,
Commission File No. 1-768).**
(g) Directors' Retirement Plan (incorporated by reference
from Exhibit 10(i) to Form 10-K for the year ended
December 31, 1991, Commission File No. 1-768).**
(h) Directors' Charitable Award Program (incorporated by
reference from Exhibit 10(h) to Form 10-K for the year
ended December 31, 1993, Commission File No. 1-768).**
11 Computations of Earnings Per Share
12 Statement Setting Forth Computation of Ratios of
Profit to Fixed Charges (The ratio of profit to fixed
charges for the year ended December 31, 1994 was 3.8.
Because of pretax losses for the year ended December
31, 1992, profit was not sufficient to cover fixed
charges. The coverage deficiency was approximately
$341 million.)
21 Subsidiaries and Affiliates of the Registrant
23 Consent of Independent Accountants
27 Financial Data Schedule
99 (a) Appendix to the Company's 1995 Annual Meeting Proxy
Statement (furnished for the information of the
Commission and not deemed to be filed except for those
portions expressly incorporated by reference herein).
________________________________________________________________________________
* Incorporated by reference from the indicated pages of the Appendix to
the 1995 Annual Meeting Proxy Statement.
** Compensatory plan or arrangement required to be filed as an exhibit
pursuant to Item 14(c) of this Form 10-K.
11
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE COMPANY HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
CATERPILLAR INC.
(Registrant)
By: R. R. ATTERBURY III
___________________________________
Date: February 23, 1995 R. R. Atterbury III, Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
COMPANY AND IN THE CAPACITIES AND ON THE DATES INDICATED.
Chairman of the Board, Director
February 23, 1995 DONALD V. FITES and Chief Executive Officer
________________________
(Donald V. Fites)
February 23, 1995 JAMES W. WOGSLAND Vice Chairman and Director
________________________
(James W. Wogsland)
February 23, 1995 GLEN A. BARTON Group President
________________________
(Glen A. Barton)
February 23, 1995 GERALD S. FLAHERTY Group President
________________________
(Gerald S. Flaherty)
February 23, 1995 RICHARD L. THOMPSON Group President
________________________
(Richard L. Thompson)
February 23, 1995 JAMES W. OWENS Group President
________________________
(James W. Owens)
Vice President and
February 23, 1995 DOUGLAS R. OBERHELMAN Chief Financial Officer
________________________
(Douglas R. Oberhelman)
Controller and
February 23, 1995 ROBERT R. GALLAGHER Chief Accounting Officer
________________________
(Robert R. Gallagher)
February 23, 1995 LILYAN H. AFFINITO Director
________________________
(Lilyan H. Affinito)
12
February 23, 1995 JOHN W. FONDAHL Director
-----------------------
(John W. Fondahl)
February 23, 1995 DAVID R. GOODE Director
------------------------
(David R. Goode)
February 23, 1995 JAMES P. GORTER Director
------------------------
(James P. Gorter)
February 23, 1995 WALTER H. HELMERICH, III Director
------------------------
(Walter H. Helmerich, III)
February 23, 1995 JERRY R. JUNKINS Director
------------------------
(Jerry R. Junkins)
February 23, 1995 PETER A. MAGOWAN Director
------------------------
(Peter A. Magowan)
February 23, 1995 GORDON R. PARKER Director
------------------------
(Gordon R. Parker)
February 23, 1995 GEORGE A. SCHAEFER Director
------------------------
(George A. Schaefer)
February 23, 1995 JOSHUA I. SMITH Director
------------------------
(Joshua I. Smith)
February 23, 1995 CLAYTON K. YEUTTER Director
------------------------
(Clayton K. Yeutter)
13
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Caterpillar Inc.:
Our audits of the consolidated financial statements of Caterpillar Inc. referred
to in our report dated January 19, 1995 appearing on page A-3 of the Appendix to
the 1995 Annual Meeting Proxy Statement (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K. In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Peoria, Illinois
January 19, 1995
CATERPILLAR INC.
AND CONSOLIDATED SUBSIDIARY COMPANIES
SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS
(Millions of dollars)
YEARS ENDED DECEMBER 31,
Balance at Balance at
Beginning Close of
Description of Year Additions Deductions Year
----------- ---------- --------- ---------- ----------
1994
- ----
Reserves for plant closing and consolidation costs:
Included in current liabilities:
Accounts payable and accrued expenses $ 58 $ -- $ 2(2) $ 56
Accrued wages, salaries, and employee benefits 138 -- 16(2) 122
Deducted from assets:
Land, buildings, machinery, and equipment--net 150 -- 1 149
1993
- ----
Reserves for plant closing and consolidation costs:
Included in current liabilities:
Accounts payable and accrued expenses $ 80 $ -- $ 22(2) $ 58
Accrued wages, salaries, and employee benefits 150 -- 12(2) 138
Deducted from assets:
Land, buildings, machinery, and equipment--net 164 -- 14(3) 150
1992
- ----
Reserves for plant closing and consolidation costs:
Included in current liabilities:
Accounts payable and accrued expenses $ 87 $ 4(1) $ 11(2) $ 80
Accrued wages, salaries, and employee benefits 170 15(1) 35(2) 150
Deducted from assets:
Land, buildings, machinery, and equipment--net 161 7(1) 4(3) 164
- ----------
(1) Additions related to the sale of assets to the lift truck joint venture
that were included in the net gain on the sale and not charged to Provision
for plant closing and consolidation costs.
(2) Expenditures made.
(3) Related to assets disposed of.