Part III
|
2009 Annual Meeting Proxy
Statement (Proxy Statement) expected to be filed with the Securities and
Exchange Commission (SEC) on April 20, 2009 but not later than June 30,
2009 (within 120 days after the end of the calendar
year).
|
Parts I, II,
IV
|
General and Financial Information
for 2008 containing the information required by SEC Rule 14a-3 for an
annual report to security holders filed as Exhibit 13 to this Form 10-K
(Exhibit 13).
|
TABLE
OF CONTENTS
|
|||
Page
|
|||
Part I
|
|
Business
|
1
|
|
Risk Factors
|
12
|
|
|
Unresolved Staff Comments as of
December 31, 2008
|
20
|
|
|
Executive Officers of the
Registrant as of December 31, 2008
|
20
|
|
|
Properties
|
20
|
|
|
Legal
Proceedings
|
23
|
|
|
Submission of Matters to a Vote of
Security Holders
|
23
|
|
Part II
|
|
Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
|
23
|
|
Selected Financial
Data
|
24
|
|
|
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations
|
25
|
|
|
Quantitative and Qualitative
Disclosures About Market Risk
|
25
|
|
|
Financial Statements and
Supplementary Data
|
25
|
|
|
Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure
|
25
|
|
|
Controls and
Procedures
|
25
|
|
|
Other
Information
|
26
|
|
Part III
|
|
Directors, Executive Officers and
Corporate Governance
|
26
|
|
Executive
Compensation
|
27
|
|
|
Security Ownership of Certain
Beneficial Owners and Management
and Related Stockholder
Matters
|
27
|
|
|
Certain Relationships and Related
Transactions, and Director Independence
|
27
|
|
|
Principal Accountant Fees and
Services
|
27
|
|
Part IV
|
|
Exhibits and Financial Statement
Schedules
|
28
|
Item 1
.
Business.
|
1.
|
Machinery
— A principal line of business
which includes the design, manufacture, marketing and sales of
construction, mining and forestry 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, skid steer loaders and related parts. Also includes logistics
services for other companies and the design, manufacture, remanufacture,
maintenance and services of rail-related products.
|
2.
|
Engines
—
A principal line of business
including the design, manufacture, marketing and sales of engines for
Caterpillar machinery; electric power generation systems; on-highway
vehicles and locomotives; marine, petroleum, construction, industrial,
agricultural and other applications; and related parts. Also
includes remanufacturing of Caterpillar engines and a variety of
Caterpillar machine and engine components and remanufacturing services for
other companies. Reciprocating engines meet power needs ranging
from 10 to 21,700 horsepower (8 to over 16 000
kilowatts). Turbines range from 1,600 to 30,000 horsepower (1
200 to 22 000 kilowatts).
|
3.
|
Financial
Products
—
A principal line of
business consisting primarily of Caterpillar Financial Services
Corporation (Cat Financial), Caterpillar Insurance Holdings, Inc. (Cat
Insurance), Caterpillar Power Ventures Corporation (Cat Power Ventures)
and their respective subsidiaries. Cat Financial provides a
wide range of financing alternatives to customers and dealers for
Caterpillar machinery and engines, Solar gas turbines as well as other
equipment and marine vessels. Cat Financial also extends loans
to customers and dealers. Cat Insurance provides various forms
of insurance to customers and dealers to help support the purchase and
lease of our equipment. Cat Power Ventures is an investor in
independent power projects using Caterpillar power generation equipment
and services.
|
Machinery
|
Engines
|
Financial
Products
|
|
·
|
Tax leases
that are classified as either operating or finance leases for financial
accounting purposes, depending on the characteristics of the
lease. For tax purposes, Cat Financial is considered the owner
of the equipment (17 percent*).
|
|
·
|
Finance
(non-tax) leases where the lessee for tax purposes is considered the owner
of the equipment during the term of the lease, and the agreement either
requires or allows the customer to purchase the equipment for a fixed
price at the end of the term (21
percent*).
|
|
·
|
Installment
sale contracts, which are equipment loans that enable customers to
purchase equipment with a down payment or trade-in and structured payments
over time (21 percent*).
|
|
·
|
Governmental
lease-purchase plans in the United States that offer low interest rates
and flexible terms to qualified non-federal government agencies (1
percent*).
|
|
·
|
Loans that
allow customers and dealers to use their Caterpillar equipment as
collateral to obtain financing.
|
|
·
|
Inventory/rental
programs which provide assistance to dealers by financing new Caterpillar
inventory and rental fleets
(5
percent*).
|
|
·
|
Short-term
dealer receivables that Cat Financial purchases from Caterpillar and
subsidiaries at a discount (8
percent*).
|
|
·
|
Contractual
Liability Insurance to Caterpillar, Caterpillar dealers and Original
Equipment Manufacturers (OEMs) for extended service contracts (parts and
labor) offered by third party dealers and
OEMs.
|
|
·
|
Cargo
insurance for the worldwide cargo risks of Caterpillar
products.
|
|
·
|
Contractors'
Equipment Physical Damage Insurance for equipment manufactured by
Caterpillar or OEMs, which is leased, rented or sold by third party
dealers to customers.
|
|
·
|
General
liability, employer's liability, auto liability and property insurance for
Caterpillar.
|
|
·
|
Retiree
Medical Stop Loss Insurance for medical claims under the
VEBA.
|
|
·
|
Brokerage
services for property and casualty and life and health
business.
|
|
·
|
Significant reductions in total
compensation for executives / senior
managers.
|
|
·
|
Voluntary and involuntary employee
separations and layoffs.
|
|
·
|
Hiring freezes and suspension of
salary increases for most support and management
employees.
|
|
·
|
Reduction in indirect expenses of
about 15 percent.
|
|
·
|
Significant reduction in capital
expenditures.
|
|
·
|
Sharp declines in overtime
work.
|
|
·
|
Several facilities have shortened
workweeks, and
others
will or have implemented
full and partial plant
shutdowns.
|
|
·
|
Shifting more resources to short-
and medium-term material cost
reduction.
|
|
·
|
Shifting more resources to
inventory reduction
projects.
|
·
|
In January
2008, Caterpillar completed the final steps in the acquisition of the
remaining 60 percent equity interest in Shandong Machinery Co. Ltd. (SEM),
a leading wheel loader manufacturer in China. The company also
announced a multi-million dollar expansion to increase the capacity of
SEM, demonstrating its commitment to support its growing customer base in
the Chinese construction equipment industry. The investment
will allow Caterpillar to meet growing demand and provide a broader
product portfolio to wheel loader customers. We are currently
planning to expand SEM's production capacity and have purchased
land for this purpose. The construction is expected to
begin in 2009.
|
·
|
In April
2008, Caterpillar expanded its Global Mining business through the
acquisition of Lovat Inc. (Lovat), a leading global manufacturer of tunnel
boring machines used in the construction of metro, railway, road, sewer,
water main, penstock, mine access, high voltage cable and
telecommunications tunnels.
|
·
|
In June 2008,
as part of its strategic plan to increase its manufacturing footprint in
the rapidly growing Asia-Pacific region, Caterpillar announced a
four-year, $200 million investment to increase manufacturing capacity in
India, by significantly increasing production for off-highway trucks made
at its facility near Chennai, expanding engine production at its facility
in Hosur and increasing India production capability for backhoe
loaders. The additional investment demonstrates Caterpillar's
commitment to customers in India and the importance of such emerging
markets as we build our proven global business model across the
Asia-Pacific region, an area that is critical to Caterpillar's 2010 and
Vision 2020 goals.
|
·
|
Caterpillar
also reached an agreement to acquire all of the capital stock of MGE
Equipamentos & Serviços Ferroviários Ltda. (MGE), a manufacturer and
reconditioner of traction motors, main and auxiliary generators, control
equipment and auxiliary components for locomotives and transit cars based
in Diadema and Hortolandia in Sao Paulo State, Brazil. In
addition, MGE maintains, modernizes and rebuilds transit cars and
locomotives. The acquisition of MGE represents an important
step in the international growth strategy of Caterpillar's Progress Rail
Services Division (Progress Rail) and an important part of Caterpillar's
Vision 2020 strategy.
|
·
|
Caterpillar
also announced the acquisition of certain assets of Gremada Industries,
Inc. (Gremada), a leader in the processes of remanufacturing and
reclaiming metal parts and components used in transmissions, torque
converters and final drives. Gremada provides service support
for off-highway equipment used in the mining and petroleum industries, and
it has extensive experience providing remanufacturing expertise for
equipment used for petroleum drilling applications. Gremada
will become part of Caterpillar's Remanufacturing Division, enhancing
product and service offerings and increasing strategic focus for
remanufacturing in the mining and petroleum industries, supporting
Caterpillar’s continued service businesses growth
strategy.
|
·
|
In August
2008, Caterpillar announced plans to further expand its global business
model in China by
adding to its
China-based research and development (R&D) operations to increase the
technical support for products serving markets in China and the rest of
the Asia Pacific Region. The city of Wuxi in Jiangsu province was
announced as the location for a multi-functional research and development
center serving Caterpillar's ventures in China and the rest of the Asia
Pacific Region. This additional R&D effort is part of
Caterpillar's strategy to support the expanded manufacturing footprint
being implemented in China and the growing market demand in emerging
markets. The center will be built in multiple phases with the first phase
to be complete at the end of 2009.
|
·
|
Also in
August, Shin Caterpillar Mitsubishi Ltd. (SCM) completed the first phase
of a share redemption plan whereby SCM redeemed one-half of Mitsubishi
Heavy Industries Ltd.’s shares in SCM. This resulted in Caterpillar owning
67 percent of the renamed entity, Caterpillar Japan Ltd. (Cat
Japan).
|
·
|
In September 2008, Caterpillar
announced it would open a new remanufacturing facility in Singapore, as
part of its strategic plan to increase remanufacturing operations and
better support the mining market in Asia. The new facility will serve as
the regional source for remanufactured major components, including mining
truck engines, transmissions, final drives and torque converters and
expand Caterpillar's current remanufacturing operations in the
Asia-Pacific region. The facility is anticipated to be fully
operational by mid-2010.
|
·
|
Also in September, Caterpillar
expanded on implementation of its long-planned strategy to include core
machine assembly operations in its existing component production facility
in Tosno, Russia. Caterpillar has manufactured components in Tosno since
2000, exporting those components from Russia to other Caterpillar machine
factories in Europe. The hydraulic excavators assembled in Tosno in 2008
are the first core machines Caterpillar has produced in Russia. The
Tosno-built machines will be sold to customers in the rapidly expanding
Russian market.
|
·
|
In October
2008, Caterpillar and Trimble Navigation Limited, the leading innovator in
developing technology for mobile and work applications, announced the
creation of a new joint venture company and a new distribution
agreement. The new company, VirtualSite Solutions, will
integrate the deep expertise of both parent companies in the areas of
product design and software development to transform the way contractors
manage their businesses. The joint venture will create information rich
worksites allowing customers to more efficiently and safely manage their
equipment fleets, reduce operating costs and improve productivity in the
area of fuel consumption, maintenance, worksite productivity and fleet
logistics.
|
·
|
In June 2008,
Caterpillar announced a multi-year $1 billion capacity expansion that will
position key factories in Illinois and other areas to compete for the long
term. The investments will allow Caterpillar to meet continued demand and
bolster its global leadership for machines used primarily in mining and
large infrastructure applications. In support of this capacity expansion,
the company will invest more than $1 billion from 2008 through 2010 in
five existing facilities in Illinois (East Peoria, Joliet, Decatur, Aurora
and Mossville).
|
·
|
In October
2008, to strengthen its world-class product and service offerings,
Caterpillar announced a realignment of its machine product and marketing
organizations to sharpen customer focus, position the company to achieve
its 2010 and Vision 2020 goals and build deep expertise in product
development.
|
·
|
phone our Information Hotline -
(800) 228-7717 (U.S. or Canada) or (858) 244-2080 (outside U.S. or Canada)
to request company publications by mail, listen to a summary of
Caterpillar's latest financial results and current outlook, or to request
a copy of results by facsimile or
mail
|
·
|
request, view, or download
materials on-line or register for email alerts at
www.CAT.com/materialsrequest
|
·
|
view/download on-line at
www.CAT.com/historical
|
Item
1A
. Risk
Factors.
|
|
·
|
The business
culture of the acquired business may not match well with our
culture;
|
|
·
|
Technological
and product synergies, economies of scale and cost reductions may not
occur as expected;
|
|
·
|
The company
may acquire or assume unexpected
liabilities;
|
|
·
|
Unforeseen
difficulties may arise in integrating operations and
systems;
|
|
·
|
The company
may fail to retain and assimilate employees of the acquired
business;
|
|
·
|
Higher than
expected finance costs may arise due to unforeseen changes in tax, trade,
environmental, labor, safety, payroll or pension policies in any
jurisdiction in which the acquired business conducts its operations;
and
|
|
·
|
The company
may experience problems in retaining customers and integrating customer
bases.
|
|
·
|
changes in
regulations;
|
|
·
|
imposition of
currency restrictions and other
restraints;
|
|
·
|
imposition of
burdensome tariffs and quotas;
|
|
·
|
national and
international conflict, including terrorist acts;
and
|
|
·
|
economic
downturns, political instability and war or civil unrest may severely
disrupt economic activity in affected
countries.
|
|
·
|
Market
developments that may affect customer confidence levels and may cause
declines in credit applications and adverse changes in payment patterns,
causing increases in delinquencies and default rates, which could impact
our charge-offs and provision for credit
losses.
|
|
·
|
The process
Cat Financial uses to estimate losses inherent in its credit exposure
requires a high degree of management’s judgment regarding numerous
subjective qualitative factors, including forecasts of economic conditions
and how economic predictors might impair the ability of its borrowers to
repay their loans. Ongoing financial market disruption and
volatility may impact the accuracy of these
judgments.
|
|
·
|
Cat
Financial’s ability to engage in routine funding transactions or borrow
from other financial institutions on acceptable terms or at all could be
adversely affected by further disruptions in the capital markets or other
events, including actions by rating agencies and deteriorating investor
expectations.
|
|
·
|
Since our
counterparties are primarily financial institutions, their ability to
perform in accordance with any of our underlying agreements could be
adversely affected by market volatility and/or disruptions in the equity
and credit markets.
|
Item
1C
. Executive Officers of the Registrant as of December 31,
2008.
|
Name
|
Present
Caterpillar Inc. position and date of
initial
election
|
Principal
positions held during the
past
five years if other than
Caterpillar
Inc. position currently held
|
|
James W. Owens
(62)
|
Chairman and
Chief Executive Officer (2004)
|
·
·
|
Group
President (1995-2003)
Vice Chairman
(2003-2004)
|
Richard P.
Lavin (56)
|
Group
President (2007)
|
·
|
Vice President
(2004-2007)
|
Stuart L.
Levenick (55)
|
Group
President (2004)
|
·
·
|
Chairman, Shin
Caterpillar Mitsubishi Ltd. (2000-2004)
Vice President
(2000-2004)
|
Douglas R.
Oberhelman (55)
|
Group
President (2001)
|
||
Edward J. Rapp
(51)
|
Group
President (2007)
|
·
|
Vice President
(2000-2007)
|
Gérard R.
Vittecoq (60)
|
Group
President (2004)
|
·
|
Vice President
(2000-2004)
|
Steven H.
Wunning (57)
|
Group
President (2004)
|
·
|
Vice President
(1998-2004)
|
James B. Buda
(61)
|
Vice
President, General Counsel and Secretary (2001)
|
||
David B.
Burritt (53)
|
Vice President
and Chief Financial Officer (2004)
|
·
|
Controller
(2002-2004)
|
Bradley M.
Halverson (48)
|
Controller
(2004)
|
·
|
Corporate
Business Development Manager, Corporate Services Division
(2002-2004)
|
Jananne A.
Copeland (46)
|
Chief
Accounting Officer (2007)
|
·
|
Corporate
Consolidations & Tax Accounting Manager (2002-2004)
|
·
|
Corporate
Financial Reporting Manager, Corporate Services Division
(2004–2006)
|
||
·
|
Corporate
Financial Reporting Manager, Global Finance & Strategic Support
Division(2006 – 2007)
|
Item
2
. Properties.
|
1
|
Facility of
affiliated company (50 percent or less owned)
|
2
|
Facility of
partially owned subsidiary (more than 50 percent, less than 100
percent)
|
PART II |
Item
5
. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities.
|
Period
|
Total
number
of
Shares
Purchased
|
Average
Price
Paid
per Share
|
Total
Number
of
Shares Purchased Under the Program
|
Approximate
Dollar Value of Shares that may yet be Purchased under the Program
(dollars in billions)
|
|||||||||||
October 1-31,
2008
|
1,000,000
|
(2)
|
$
|
65.56
|
1,000,000
|
(2)
|
$
|
3.789
|
(1)
|
||||||
November
1-30, 2008
|
1,000,000
|
(3)
|
35.06
|
1,000,000
|
(3)
|
3.755
|
(1)
|
||||||||
December
1-31, 2008
|
—
|
—
|
—
|
3.739
|
(1)
(4)
|
||||||||||
Total
|
2,000,000
|
$
|
58.16
|
2,000,000
|
|||||||||||
(1)
|
This
comprises shares purchased under Caterpillar’s share repurchase program
approved in February 2007 by the Board of Directors for a total amount of
$7.50 billion over the next five years, expiring on December 31, 2011. In
August 2007, the Board of Directors authorized the use of derivative
contracts for stock repurchases under the program in addition to open
market purchases to reduce stock repurchase price
volatility.
|
||||||||||||||
(2)
|
Shares were
purchased through derivative contracts.
|
||||||||||||||
(3)
|
Shares were
purchased through open market.
|
||||||||||||||
(4)
|
This number
includes $16 million in expired derivative contracts applied toward the
value of shares under the
program.
|
T
ota
l
number
|
Average
Price
|
Total
Number
of
Shares Purchased
|
Approximate
Dollar Value of Shares that may yet be Purchased
|
|||||||||||
Period
|
of Shares
Purchased
(1)
|
Paid per
Share
|
Under the
Program
|
under the
Program
|
||||||||||
October 1-31,
2008
|
4,446
|
$
|
57.07
|
N/A
|
N/A
|
|||||||||
November
1-30, 2008
|
6,051
|
38.78
|
N/A
|
N/A
|
||||||||||
December
1-31, 2008
|
1,321
|
38.53
|
N/A
|
N/A
|
||||||||||
Total
|
11,818
|
$
|
45.63
|
|||||||||||
(1)
|
Represents
shares delivered back to issuer for the payment of taxes resulting from
the exercise of stock options by employees and
Directors.
|
Item
6
. Selected
Financial
Data.
|
Item 7
. Management's Discussion and
Analysis
of Financial Condition and Results of
Operations.
|
Item 7A
. Quantitative and Qualitative Disclosures
About Market
Risk.
|
Item 8
. Financial Statements and Supplementary
Data.
|
Item 9
. Changes in and Disagreements with Accountants on
Accounting and Financial
Disclosure.
|
Item 9A
. Controls and
Procedures.
|
Item 9B
. Other
Information.
|
PART III |
Item 10
. Directors, Executive Officers and
Corporate
Governance.
|
Item 11
. Executive
Compensation.
|
Item
12
. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder
Matters.
|
Equity
Compensation Plan Information
(as
of December 31, 2008)
|
|||||||||||
(a)
|
(b)
|
(c)
|
|||||||||
Number of
securities to be issued upon exercise of outstanding options,
warrants
|
Weighted-average
exercise price of outstanding options, warrants
|
Number of
securities remaining available for future issuance under equity
compensation plans (excluding securities
|
|||||||||
Plan
category
|
and
rights
1
|
and
rights
|
reflected in
column (a))
|
||||||||
Equity
compensation plans
approved by
security holders
|
63,591,637
|
$45.6767
|
25,213,927
|
||||||||
Equity
compensation plans
not approved
by security holders
|
n/a
|
n/a
|
n/a
|
||||||||
Total
|
63,591,637
|
$45.6767
|
25,213,927
|
||||||||
1
|
Excludes any
cash payments in-lieu-of
stock.
|
Item
13
. Certain Relationships and Related Transactions, and
Director
Independence.
|
Item
14
. Principal Accountant Fees and
Services.
|
(a) |
The following
documents are incorporated by reference from Exhibit
13:
|
|
·
|
Report of Independent Registered
Public Accounting Firm
|
|
·
|
Statement 1
- Consolidated Results of
Operations
|
|
·
|
Statement 2
- Consolidated Financial
Position
|
|
·
|
Statement 3 - Changes
in Consolidated Stockholders'
Equity
|
|
·
|
Statement 4
- Consolidated Statement of Cash
Flow
|
|
·
|
Notes to Consolidated Financial
Statements
|
|
·
|
All
schedules are omitted because the required information is shown in the
financial statements or the notes thereto incorporated by reference from
Exhibit 13 or considered to be
immaterial.
|
(b)
|
Exhibits:
|
||
1.1
|
Underwriting
Agreement dated December 3, 2008 between Caterpillar Inc. and Banc of
America Securities LLC and J.P. Morgan Securities Inc., as representatives
of the several underwriters named therein (incorporated by reference from
Exhibit 1.1 to Form 8-K filed December 5, 2008).
|
||
3.1
|
Restated
Certificate of Incorporation (incorporated by reference from Exhibit 3(i)
to the Form 10-Q filed for the quarter ended March 31,
1998).
|
||
3.2
|
Bylaws
amended and restated as of
February 11, 2004 (incorporated by reference from
Exhibit 3.3 to
the Form 10-Q filed for the quarter ended March 31, 2004).
|
||
4.1
|
Indenture
dated as of May 1, 1987, between the Registrant and The First
National Bank of Chicago, as Trustee (incorporated by reference from
Exhibit 4.1 to Form S-3 (Registration No. 333-22041) filed
February 19, 1997).
|
||
4.2
|
First
Supplemental Indenture, dated as of June 1, 1989, between Caterpillar
Inc. and The First National Bank of Chicago, as Trustee (incorporated by
reference from Exhibit 4.2 to Form S-3 (Registration
No. 333-22041) filed February 19, 1997).
|
||
4.3
|
Appointment
of Citibank, N.A. as Successor Trustee, dated October 1, 1991, under
the Indenture, as supplemented, dated as of May 1, 1987 (incorporated
by reference from Exhibit 4.3 to Form S-3 (Registration
No. 333-22041) filed February 19, 1997).
|
||
4.4
|
Second
Supplemental Indenture, dated as of May 15, 1992, between Caterpillar
Inc. and Citibank, N.A., as Successor Trustee (incorporated by reference
from Exhibit 4.4 to Form S-3 (Registration No. 333-22041)
filed February 19, 1997).
|
||
4.5
|
Third
Supplemental Indenture, dated as of December 16, 1996, between
Caterpillar Inc. and Citibank, N.A., as Successor Trustee (incorporated by
reference from Exhibit 4.5 to Form S-3 (Registration
No. 333-22041) filed February 19, 1997).
|
||
4.6
|
Tri-Party
Agreement, dated as of November 2, 2006, between Caterpillar Inc.,
Citibank, N.A. and U.S. Bank National Association appointing U.S. Bank as
Successor Trustee under the Indenture dated as of May 1, 1987, as
amended and supplemented (incorporated by reference from Exhibit 4.6 to
the 2006 Form 10-K).
|
||
4.7
|
Form of
Global Note used in connection with Caterpillar's issuance and sale of
7.000 percent Notes due 2013 and 7.900 percent Notes due 2018 in December,
2008 (incorporated by reference from Exhibit 4.1 to Form 8-K filed
December 5, 2008).
|
||
4.8
|
Form of
Global Debenture used in connection with Caterpillar's issuance and sale
of 8.250 percent Debentures due 2038 in December, 2008 (incorporated by
reference from Exhibit 4.2 to Form 8-K filed December 5,
2008).
|
||
Caterpillar
Inc. 1996 Stock Option and Long-Term Incentive Plan amended and restated
through fourth amendment.
|
February 20,
2009
|
/s/James
W. Owens
|
Chairman of the Board,
Director
and Chief Executive
Officer
|
|
(James W.
Owens)
|
|||
February 20,
2009
|
/s/Richard
P. Lavin
|
Group
President
|
|
|
(Richard P.
Lavin)
|
||
February 20,
2009
|
/s/Stuart L. Levenick |
Group
President
|
|
(Stuart L.
Levenick)
|
|||
February 20,
2009
|
/s/
Douglas R. Oberhelman
|
Group
President
|
|
(Douglas R.
Oberhelman)
|
|||
February 20,
2009
|
/s/Edward
J. Rapp
|
Group
President
|
|
(Edward J.
Rapp)
|
|||
February 20,
2009
|
/s/Gerard
R. Vittecoq
|
Group
President
|
|
(Gerard R.
Vittecoq)
|
|||
February 20,
2009
|
/s/Steven
H. Wunning
|
Group
President
|
|
(Steven
H.
Wunning
)
|
|||
February 20,
2009
|
/s/David
B. Burritt
|
Vice President and Chief Financial
Officer
|
|
(David B.
Burritt)
|
|||
February 20,
2009
|
/s/Bradley
M. Halverson
|
Controller
|
|
|
(Bradley M.
Halverson)
|
||
February 20,
2009
|
/s/Jananne A.
Copeland
|
||
(Jananne A.
Copeland)
|
Chief Accounting
Officer
|
February
20, 2009
|
/s/W. Frank
Blount
|
Director
|
|
(W. Frank
Blount)
|
|||
February
20, 2009
|
/s/John R.
Brazil
|
Director
|
|
(John R.
Brazil)
|
|||
February 20, 2009
|
/s/Daniel M.
Dickinson
|
Director
|
|
(Daniel M.
Dickinson)
|
|||
February
20, 2009
|
/s/
John
T.
Dillon
|
Director
|
|
(John T.
Dillon)
|
|||
February
20, 2009
|
/s/Eugene V.
Fife
|
Director
|
|
(Eugene V.
Fife)
|
|||
February
20, 2009
|
/s/Gail D.
Fosler
|
Director
|
|
(Gail D.
Fosler)
|
|||
February
20, 2009
|
/s/Juan
Gallardo
|
Director
|
|
(Juan
Gallardo)
|
|||
February
20, 2009
|
/s/David R.
Goode
|
Director
|
|
(David R.
Goode)
|
|||
February
20, 2009
|
/s/Peter A.
Magowan
|
Director
|
|
(Peter A.
Magowan)
|
|||
February
20, 2009
|
/s/William A.
Osborn
|
Director
|
|
(William A.
Osborn)
|
|||
February
20, 2009
|
/s/Charles D.
Powell
|
Director
|
|
(Charles D.
Powell)
|
|||
February
20, 2009
|
/s/Edward B. Rust,
Jr.
|
Director
|
|
(Edward B. Rust,
Jr.)
|
|||
February
20, 2009
|
/s/Joshua I.
Smith
|
Director
|
|
(Joshua I.
Smith)
|
4
.1.
|
Shares
Available for Awards
.
|
6.1
.
|
Grant
of Options
.
|
6.8.
|
Transferability
of Options
.
|
7.1
|
Grant
of SARs
.
|
8.1.
|
Grant
of Restricted Stock
.
|
9.1.
|
Grant
of Performance Units/Shares
.
|
1.
|
PURPOSE OF
THE PROGRAM
|
2.
|
ELIGIBILITY
|
3.
|
DONATION
AMOUNT
|
MONTHS OF
SERVICE
|
RECOMMENDED
CHARITY DONATION
|
FOUNDATION
DONATION
|
||
0-11
months
|
$0
|
$0
|
||
12-23
|
100,000
|
100,000
|
||
24-35
|
200,000
|
200,000
|
||
36-47
|
300,000
|
300,000
|
||
48-59
|
400,000
|
400,000
|
||
60 or
more
|
500,000
|
500,000
|
||
4.
|
RECOMMENDATION
OF DONATION
|
5.
|
TIMING AND
PAYMENT OF DONATION
|
6.
|
DONEES
|
7.
|
FUNDING AND
PROGRAM ASSETS
|
8.
|
AMENDMENT OR
TERMINATION
|
9.
|
ADMINISTRATION
|
10.
|
GOVERNING
LAW
|
11.
|
EFFECTIVE
DATE
|
TABLE
OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTERNAL
CONTROL OVER FINANCIAL REPORTING
|
/s/ James W. Owens | ||||||
James W.
Owens
Chairman of
the Board
and Chief
Executive Officer
|
||||||
/s/ David B. Burritt | ||||||
David B.
Burritt
Vice President
and
Chief
Financial Officer
|
||||||
February 19,
2009
|
STATEMENT 1
|
Caterpillar
Inc.
|
||||||||||||
Consolidated Results of Operations
for the Years Ended December 31
(Dollars in millions except per
share data)
|
|||||||||||||
2008
|
2007
|
2006
|
|||||||||||
Sales and
revenues:
|
|||||||||||||
Sales of Machinery and
Engines
|
$
|
48,044
|
$
|
41,962
|
$
|
38,869
|
|||||||
Revenues of Financial
Products
|
3,280
|
2,996
|
2,648
|
||||||||||
Total sales and
revenues
|
51,324
|
44,958
|
41,517
|
||||||||||
Operating
costs:
|
|||||||||||||
Cost of goods
sold
|
38,415
|
32,626
|
29,549
|
||||||||||
Selling, general and
administrative expenses
|
4,399
|
3,821
|
3,706
|
||||||||||
Research and development
expenses
|
1,728
|
1,404
|
1,347
|
||||||||||
Interest expense of Financial
Products
|
1,153
|
1,132
|
1,023
|
||||||||||
Other operating (income)
expenses
|
1,181
|
1,054
|
971
|
||||||||||
Total operating
costs
|
46,876
|
40,037
|
36,596
|
||||||||||
Operating
profit
|
4,448
|
4,921
|
4,921
|
||||||||||
Interest expense excluding
Financial Products
|
274
|
288
|
274
|
||||||||||
Other income
(expense)
|
299
|
320
|
214
|
||||||||||
Consolidated profit before
taxes
|
4,473
|
4,953
|
4,861
|
||||||||||
Provision for income
taxes
|
953
|
1,485
|
1,405
|
||||||||||
Profit of consolidated
companies
|
3,520
|
3,468
|
3,456
|
||||||||||
Equity in profit (loss) of
unconsolidated affiliated companies
|
37
|
73
|
81
|
||||||||||
Profit
|
$
|
3,557
|
$
|
3,541
|
$
|
3,537
|
|||||||
Profit per common
share
|
$
|
5.83
|
$
|
5.55
|
$
|
5.37
|
|||||||
Profit per common share – diluted
1
|
$
|
5.66
|
$
|
5.37
|
$
|
5.17
|
|||||||
Weighted-average common shares
outstanding (millions)
|
|||||||||||||
- Basic
|
610.5
|
638.2
|
658.7
|
||||||||||
- Diluted
1
|
627.9
|
659.5
|
683.8
|
||||||||||
Cash dividends declared per common
share
|
$
|
1.62
|
$
|
1.38
|
$
|
1.15
|
1
|
Diluted by
assumed exercise of stock-based compensation awards, using the treasury
stock method.
|
See
accompanying notes to Consolidated Financial
Statements.
|
STATEMENT 2
|
Caterpillar
Inc.
|
||||||||||||||
Consolidated Financial Position at
December 31
(Dollars in
millions)
|
|||||||||||||||
2008
|
2007
|
2006
|
|||||||||||||
Assets
|
|||||||||||||||
Current
assets:
|
|||||||||||||||
Cash and
short-term investments
|
$
|
2,736
|
$
|
1,122
|
$
|
530
|
|||||||||
Receivables –
trade and other
|
9,397
|
8,249
|
8,607
|
||||||||||||
Receivables –
finance
|
8,731
|
7,503
|
6,804
|
||||||||||||
Deferred and
refundable income taxes
|
1,223
|
816
|
733
|
||||||||||||
Prepaid
expenses and other current assets
|
765
|
583
|
638
|
||||||||||||
Inventories
|
8,781
|
7,204
|
6,351
|
||||||||||||
Total current
assets
|
31,633
|
25,477
|
23,663
|
||||||||||||
Property,
plant and equipment – net
|
12,524
|
9,997
|
8,851
|
||||||||||||
Long-term
receivables – trade and other
|
1,479
|
685
|
860
|
||||||||||||
Long-term
receivables – finance
|
14,264
|
13,462
|
11,531
|
||||||||||||
Investments in
unconsolidated affiliated companies
|
94
|
598
|
562
|
||||||||||||
Noncurrent
deferred and refundable income taxes
|
3,311
|
1,553
|
1,949
|
||||||||||||
Intangible
assets
|
511
|
475
|
387
|
||||||||||||
Goodwill
|
2,261
|
1,963
|
1,904
|
||||||||||||
Other
assets
|
1,705
|
1,922
|
1,742
|
||||||||||||
Total
assets
|
$
|
67,782
|
$
|
56,132
|
$
|
51,449
|
|||||||||
Liabilities
|
|||||||||||||||
Current
liabilities:
|
|||||||||||||||
Short-term
borrowings:
|
|||||||||||||||
Machinery and
Engines
|
$
|
1,632
|
$
|
187
|
$
|
165
|
|||||||||
Financial
Products
|
5,577
|
5,281
|
4,990
|
||||||||||||
Accounts
payable
|
4,827
|
4,723
|
4,085
|
||||||||||||
Accrued
expenses
|
4,121
|
3,178
|
2,923
|
||||||||||||
Accrued wages,
salaries and employee benefits
|
1,242
|
1,126
|
938
|
||||||||||||
Customer
advances
|
1,898
|
1,442
|
921
|
||||||||||||
Dividends
payable
|
253
|
225
|
194
|
||||||||||||
Other current
liabilities
|
1,027
|
951
|
1,145
|
||||||||||||
Long-term debt
due within one year:
|
|||||||||||||||
Machinery and
Engines
|
456
|
180
|
418
|
||||||||||||
Financial
Products
|
5,036
|
4,952
|
4,043
|
||||||||||||
Total current
liabilities
|
26,069
|
22,245
|
19,822
|
||||||||||||
Long-term debt
due after one year:
|
|||||||||||||||
Machinery and
Engines
|
5,736
|
3,639
|
3,694
|
||||||||||||
Financial
Products
|
17,098
|
14,190
|
13,986
|
||||||||||||
Liability for
postemployment benefits
|
9,975
|
5,059
|
5,879
|
||||||||||||
Other
liabilities
|
2,293
|
2,116
|
1,209
|
||||||||||||
Total
liabilities
|
61,171
|
47,249
|
44,590
|
||||||||||||
Commitments
and contingencies (Notes 22 and 23)
|
|||||||||||||||
Redeemable
noncontrolling interest (Note 25)
|
524
|
—
|
—
|
||||||||||||
Stockholders’
equity
|
|||||||||||||||
Common stock of $1.00
par:
|
|||||||||||||||
Authorized
shares: 900,000,000
Issued shares: (2008,
2007 and 2006 – 814,894,624) at paid-in amount
|
3,057
|
2,744
|
2,465
|
||||||||||||
Treasury stock (2008 – 213,367,983
shares; 2007 – 190,908,490 shares
and 2006 –
169,086,448 shares) at cost
|
(11,217
|
)
|
(9,451
|
)
|
(7,352
|
)
|
|||||||||
Profit
employed in the business
|
19,826
|
17,398
|
14,593
|
||||||||||||
Accumulated
other comprehensive income
|
(5,579
|
)
|
(1,808
|
)
|
(2,847
|
)
|
|||||||||
Total
stockholders’ equity
|
6,087
|
8,883
|
6,859
|
||||||||||||
Total
liabilities, redeemable noncontrolling interest and stockholders’
equity
|
$
|
67,782
|
$
|
56,132
|
$
|
51,449
|
See accompanying notes to
Consolidated Financial
Statements.
|
STATEMENT
3
|
Caterpillar
Inc.
|
||||||||||||||||||||||||||||||||
Changes
in Consolidated Stockholders’ Equity for the Years Ended December
31
|
|||||||||||||||||||||||||||||||||
(Dollars in
millions)
|
|||||||||||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
|||||||||||||||||||||||||||||||||
Common
|
Treasury
|
Profit
employed
in
the
|
Foreign
currency
|
Pension
&
other
post-
retirement
|
Derivative
financial
instruments
|
Available-
for-sale
|
|||||||||||||||||||||||||||
stock
|
stock
|
business
|
translation
|
benefits
1
|
and
other
|
securities
|
Total
|
||||||||||||||||||||||||||
Balance
at December 31, 2005
|
$
|
1,859
|
$
|
(4,637
|
)
|
$
|
11,808
|
$
|
302
|
$
|
(934
|
)
|
$
|
18
|
$
|
16
|
$
|
8,432
|
|||||||||||||||
Profit
|
—
|
—
|
3,537
|
—
|
—
|
—
|
—
|
3,537
|
|||||||||||||||||||||||||
Foreign
currency translation
|
—
|
—
|
—
|
169
|
—
|
—
|
—
|
169
|
|||||||||||||||||||||||||
Minimum
pension liability adjustment, net of tax of $97
|
—
|
—
|
—
|
—
|
229
|
—
|
—
|
229
|
|||||||||||||||||||||||||
Derivative
financial instruments and other
|
|||||||||||||||||||||||||||||||||
Gains (losses)
deferred, net of tax of $40
|
—
|
—
|
—
|
—
|
—
|
73
|
—
|
73
|
|||||||||||||||||||||||||
(Gains) losses
reclassified to earnings, net of tax of $26
|
—
|
—
|
—
|
—
|
—
|
(43
|
)
|
—
|
(43
|
)
|
|||||||||||||||||||||||
Available-for-sale
securities
|
|||||||||||||||||||||||||||||||||
Gains (losses)
deferred, net of tax of $8
|
—
|
—
|
—
|
—
|
—
|
—
|
17
|
17
|
|||||||||||||||||||||||||
(Gains) losses
reclassified to earnings, net of tax of $12
|
—
|
—
|
—
|
—
|
—
|
—
|
(23
|
)
|
(23
|
)
|
|||||||||||||||||||||||
Comprehensive
income
|
3,959
|
||||||||||||||||||||||||||||||||
Incremental adjustment to adopt
SFAS 158,
net of tax of $1,494
|
—
|
—
|
—
|
—
|
(2,671
|
)
|
—
|
—
|
(2,671
|
)
|
|||||||||||||||||||||||
Dividends
declared
|
—
|
—
|
(752
|
)
|
—
|
—
|
—
|
—
|
(752
|
)
|
|||||||||||||||||||||||
Common shares issued from treasury
stock
for stock-based compensation: 15,207,055 |
73
|
341
|
—
|
—
|
—
|
—
|
—
|
414
|
|||||||||||||||||||||||||
Stock-based compensation
expense
|
137
|
—
|
—
|
—
|
—
|
—
|
—
|
137
|
|||||||||||||||||||||||||
Tax benefits from stock-based
compensation
|
170
|
—
|
—
|
—
|
—
|
—
|
—
|
170
|
|||||||||||||||||||||||||
Shares
repurchased: 45,608,000
|
—
|
(3,208
|
)
|
—
|
—
|
—
|
—
|
—
|
(3,208
|
)
|
|||||||||||||||||||||||
Shares issued for Progress Rail
Services, Inc.
acquisition: 5,341,902 |
226
|
152
|
—
|
—
|
—
|
—
|
—
|
378
|
|||||||||||||||||||||||||
Balance at
December 31, 2006
|
$
|
2,465
|
$
|
(7,352
|
)
|
$
|
14,593
|
$
|
471
|
$
|
(3,376
|
)
|
$
|
48
|
$
|
10
|
$
|
6,859
|
|||||||||||||||
Adjustment to
adopt FIN 48
|
—
|
—
|
141
|
—
|
—
|
—
|
—
|
141
|
|||||||||||||||||||||||||
Balance at
January 1, 2007
|
2,465
|
(7,352
|
)
|
14,734
|
471
|
(3,376
|
)
|
48
|
10
|
7,000
|
|||||||||||||||||||||||
Profit
|
—
|
—
|
3,541
|
—
|
—
|
—
|
—
|
3,541
|
|||||||||||||||||||||||||
Foreign
currency translation
|
—
|
—
|
—
|
278
|
—
|
—
|
—
|
278
|
|||||||||||||||||||||||||
Pension and
other postretirement benefits
|
|||||||||||||||||||||||||||||||||
Current year
actuarial gain/(loss), net of tax of $271
|
—
|
—
|
—
|
—
|
537
|
—
|
—
|
537
|
|||||||||||||||||||||||||
Amortization
of actuarial (gain)/loss, net of tax of $123
|
—
|
—
|
—
|
—
|
228
|
—
|
—
|
228
|
|||||||||||||||||||||||||
Current year
prior service cost, net of tax of $1
|
—
|
—
|
—
|
—
|
(2
|
)
|
—
|
—
|
(2
|
)
|
|||||||||||||||||||||||
Amortization
of prior service cost, net of tax of $10
|
—
|
—
|
—
|
—
|
17
|
—
|
—
|
17
|
|||||||||||||||||||||||||
Amortization
of transition asset/obligation, net of tax of $1
|
—
|
—
|
—
|
—
|
2
|
—
|
—
|
2
|
|||||||||||||||||||||||||
Derivative
financial instruments and other
|
|||||||||||||||||||||||||||||||||
Gains (losses)
deferred, net of tax of $27
|
—
|
—
|
—
|
—
|
—
|
51
|
—
|
51
|
|||||||||||||||||||||||||
(Gains) losses
reclassified to earnings, net of tax of $45
|
—
|
—
|
—
|
—
|
—
|
(80
|
)
|
—
|
(80
|
)
|
|||||||||||||||||||||||
Available-for-sale
securities
|
|||||||||||||||||||||||||||||||||
Gains (losses)
deferred, net of tax of $8
|
—
|
—
|
—
|
—
|
—
|
—
|
14
|
14
|
|||||||||||||||||||||||||
(Gains) losses
reclassified to earnings, net of tax of $3
|
—
|
—
|
—
|
—
|
—
|
—
|
(6
|
)
|
(6
|
)
|
|||||||||||||||||||||||
Comprehensive
income
|
4,580
|
||||||||||||||||||||||||||||||||
Dividends
declared
|
—
|
—
|
(877
|
)
|
—
|
—
|
—
|
—
|
(877
|
)
|
|||||||||||||||||||||||
Common shares issued from treasury
stock
for stock-based compensation: 11,710,958 |
22
|
306
|
—
|
—
|
—
|
—
|
—
|
328
|
|||||||||||||||||||||||||
Stock-based compensation
expense
|
146
|
—
|
—
|
—
|
—
|
—
|
—
|
146
|
|||||||||||||||||||||||||
Tax benefits from stock-based
compensation
|
167
|
—
|
—
|
—
|
—
|
—
|
—
|
167
|
|||||||||||||||||||||||||
Shares
repurchased: 33,533,000
|
—
|
(2,405
|
)
|
—
|
—
|
—
|
—
|
—
|
(2,405
|
)
|
|||||||||||||||||||||||
Stock repurchase derivative
contracts
|
(56
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
(56
|
)
|
|||||||||||||||||||||||
Balance at
December 31, 2007
|
$
|
2,744
|
$
|
(9,451
|
)
|
$
|
17,398
|
$
|
749
|
$
|
(2,594
|
)
|
$
|
19
|
$
|
18
|
$
|
8,883
|
STATEMENT
3
|
Caterpillar
Inc.
|
||||||||||||||||||||||||||||||||
Changes
in Consolidated Stockholders’ Equity for the Years Ended December 31
(Continued)
|
|||||||||||||||||||||||||||||||||
(Dollars in
millions)
|
|||||||||||||||||||||||||||||||||
Accumulated
other comprehensive income (loss)
|
|||||||||||||||||||||||||||||||||
Common
|
Treasury
|
Profit
employed
in
the
|
Foreign
currency
|
Pension
&
other
post-
retirement
|
Derivative
financial
instruments
|
Available-
for-sale
|
|||||||||||||||||||||||||||
stock
|
stock
|
business
|
translation
|
benefits
1
|
and
other
|
securities
|
Total
|
||||||||||||||||||||||||||
Balance at
December 31, 2007
|
$
|
2,744
|
$
|
(9,451
|
)
|
$
|
17,398
|
$
|
749
|
$
|
(2,594
|
)
|
$
|
19
|
$
|
18
|
$
|
8,883
|
|||||||||||||||
Adjustment
to adopt
measurement date
|
|||||||||||||||||||||||||||||||||
provisions of FAS 158,
net of tax
2
|
—
|
—
|
(33
|
)
|
—
|
17
|
—
|
—
|
(16
|
)
|
|||||||||||||||||||||||
Balance at
January 1, 2008
|
2,744
|
(9,451
|
)
|
17,365
|
749
|
(2,577
|
)
|
19
|
18
|
8,867
|
|||||||||||||||||||||||
Profit
|
—
|
—
|
3,557
|
—
|
—
|
—
|
—
|
3,557
|
|||||||||||||||||||||||||
Foreign
currency translation, net of tax of $133
|
—
|
—
|
—
|
(488
|
) |
—
|
—
|
—
|
(488
|
)
|
|||||||||||||||||||||||
Pension and
other postretirement benefits
|
|||||||||||||||||||||||||||||||||
Current year
actuarial gain/(loss), net of tax of $1,854
|
—
|
—
|
—
|
—
|
(3,415
|
)
|
—
|
—
|
(3,415
|
)
|
|||||||||||||||||||||||
Amortization
of actuarial (gain)/loss, net of tax of $84
|
—
|
—
|
—
|
—
|
150
|
—
|
—
|
150
|
|||||||||||||||||||||||||
Current year
prior service cost, net of tax of $5
|
—
|
—
|
—
|
—
|
(9
|
)
|
—
|
—
|
(9
|
)
|
|||||||||||||||||||||||
Amortization
of transition asset/obligation, net of tax of $1
|
—
|
—
|
—
|
—
|
2
|
—
|
—
|
2
|
|||||||||||||||||||||||||
Derivative
financial instruments and other
|
|||||||||||||||||||||||||||||||||
Gains (losses)
deferred, net of tax of $54
|
—
|
—
|
—
|
—
|
—
|
78
|
—
|
78
|
|||||||||||||||||||||||||
(Gains) losses
reclassified to earnings, net of tax of $6
|
—
|
—
|
—
|
—
|
—
|
(9
|
)
|
—
|
(9
|
)
|
|||||||||||||||||||||||
Available-for-sale
securities
|
|||||||||||||||||||||||||||||||||
Gains (losses)
deferred, net of tax of $67
|
—
|
—
|
—
|
—
|
—
|
—
|
(125
|
)
|
(125
|
)
|
|||||||||||||||||||||||
(Gains) losses
reclassified to earnings, net of tax of $15
|
—
|
—
|
—
|
—
|
—
|
—
|
28
|
28
|
|||||||||||||||||||||||||
Comprehensive
income
|
(231
|
)
|
|||||||||||||||||||||||||||||||
Dividends
declared
|
—
|
—
|
(981
|
)
|
—
|
—
|
—
|
—
|
(981
|
)
|
|||||||||||||||||||||||
Common shares issued from treasury
stock
for stock-based compensation: 4,807,533 |
7
|
128
|
—
|
—
|
—
|
—
|
—
|
135
|
|||||||||||||||||||||||||
Stock-based compensation
expense
|
194
|
—
|
—
|
—
|
—
|
—
|
—
|
194
|
|||||||||||||||||||||||||
Tax benefits from stock-based
compensation
|
56
|
—
|
—
|
—
|
—
|
—
|
—
|
56
|
|||||||||||||||||||||||||
Shares
repurchased: 27,267,026
3
|
—
|
(1,894
|
)
|
—
|
—
|
—
|
—
|
—
|
(1,894
|
)
|
|||||||||||||||||||||||
Stock repurchase derivative
contracts
|
56
|
—
|
—
|
—
|
—
|
—
|
—
|
56
|
|||||||||||||||||||||||||
Cat Japan
share redemption
4
|
—
|
—
|
(115
|
)
|
—
|
—
|
—
|
—
|
(115
|
)
|
|||||||||||||||||||||||
Balance
at December 31, 2008
|
$
|
3,057
|
$
|
(11,217
|
)
|
$
|
19,826
|
$
|
261
|
$
|
(5,849
|
)
|
$
|
88
|
$
|
(79
|
)
|
$
|
6,087
|
1
|
Pension and
other postretirement benefits include net adjustments for Cat Japan Ltd,
while they were an unconsolidated affiliate, of $(9) million and $(6)
million in 2007 and 2006, respectively. The ending
balances are $(52) million and $(43) million as of December 31, 2007 and
2006, respectively. See Note 25 regarding the Cat Japan share
redemption.
|
2
|
Adjustments to
profit employed in the business and pension and other postemployment
benefits were net of tax of $(17) million and $9 million,
respectively.
|
3
|
Amount
consists of $1,800 million of cash-settled purchases and $94 million of
derivative contracts.
|
4
|
See Note 25
regarding the Cat Japan share redemption.
|
See
accompanying notes to Consolidated Financial
Statements.
|
STATEMENT 4
|
Caterpillar
Inc.
|
|||||||||||||||
Consolidated
Statement of Cash Flow for the Years Ended December 31
(Millions of
dollars)
|
||||||||||||||||
2008
|
2007
|
2006
|
||||||||||||||
Cash flow from operating
activities:
|
||||||||||||||||
Profit
|
$
|
3,557
|
$
|
3,541
|
$
|
3,537
|
||||||||||
Adjustments for non-cash
items:
|
||||||||||||||||
Depreciation and
amortization
|
1,980
|
1,797
|
1,602
|
|||||||||||||
Other
|
383
|
199
|
197
|
|||||||||||||
Changes in assets and
liabilities:
|
||||||||||||||||
Receivables
–
trade and
other
|
(545
|
)
|
899
|
(148
|
)
|
|||||||||||
Inventories
|
(833
|
)
|
(745
|
)
|
(827
|
)
|
||||||||||
Accounts payable and accrued
expenses
|
656
|
618
|
670
|
|||||||||||||
Customer
advances
|
286
|
576
|
511
|
|||||||||||||
Other assets –
net
|
(470
|
)
|
66
|
(262
|
)
|
|||||||||||
Other liabilities –
net
|
(227
|
)
|
984
|
519
|
||||||||||||
Net cash provided by (used for)
operating activities
|
4,787
|
7,935
|
5,799
|
|||||||||||||
Cash flow from investing
activities:
|
||||||||||||||||
Capital expenditures
–
excluding equipment leased to
others
|
(2,445
|
)
|
(1,700
|
)
|
(1,593
|
)
|
||||||||||
Expenditures for equipment leased
to others
|
(1,566
|
)
|
(1,340
|
)
|
(1,082
|
)
|
||||||||||
Proceeds from disposals of
property,
plant and equip
ment
|
982
|
408
|
572
|
|||||||||||||
Additions to finance
receivables
|
(14,031
|
)
|
(13,946
|
)
|
(10,522
|
)
|
||||||||||
Collections of finance
receivables
|
9,717
|
10,985
|
8,094
|
|||||||||||||
Proceeds from sale of finance
receivables
|
949
|
866
|
1,067
|
|||||||||||||
Investments and acquisitions (net
of cash acquired)
|
(117
|
)
|
(229
|
)
|
(513
|
)
|
||||||||||
Proceeds from release of security
deposit
|
—
|
290
|
—
|
|||||||||||||
Proceeds from sale of
available-for-sale securities
|
357
|
282
|
539
|
|||||||||||||
Investments in available-for-sale
securities
|
(339
|
)
|
(485
|
)
|
(681
|
)
|
||||||||||
Other – net
|
197
|
461
|
323
|
|||||||||||||
Net cash provided by (used for)
investing activities
|
(6,296
|
)
|
(4,408
|
)
|
(3,796
|
)
|
||||||||||
Cash flow from financing
activities:
|
||||||||||||||||
Dividends
paid
|
(953
|
)
|
(845
|
)
|
(726
|
)
|
||||||||||
Common stock issued, including
treasury shares reissued
|
135
|
328
|
414
|
|||||||||||||
Payment for stock repurchase
derivative contracts
|
(38
|
)
|
(56
|
)
|
—
|
|||||||||||
Treasury shares
purchased
|
(1,800
|
)
|
(2,405
|
)
|
(3,208
|
)
|
||||||||||
Excess tax benefit from
stock-based compensation
|
56
|
155
|
169
|
|||||||||||||
Proceeds from debt issued
(original maturities greater than three months):
|
||||||||||||||||
— Machinery
and Engines
|
1,673
|
224
|
1,445
|
|||||||||||||
— Financial
Products
|
16,257
|
10,815
|
9,824
|
|||||||||||||
Payments on debt (original
maturities greater than three months):
|
||||||||||||||||
— Machinery
and Engines
|
(296
|
)
|
(598
|
)
|
(839
|
)
|
||||||||||
— Financial
Products
|
(14,143
|
)
|
(10,290
|
)
|
(9,536
|
)
|
||||||||||
Short-term borrowings (original
maturities three months or less)
–
net
|
2,074
|
(297
|
)
|
(136
|
)
|
|||||||||||
Net cash provided by (used for)
financing activities
|
2,965
|
(2,969
|
)
|
(2,593
|
)
|
|||||||||||
Effect of exchange rate changes on
cash
|
158
|
34
|
12
|
|||||||||||||
Increase (decrease) in cash and
short-term investments
|
1,614
|
592
|
(578
|
)
|
||||||||||||
Cash and short-term investments at
beginning of period
|
1,122
|
530
|
1,108
|
|||||||||||||
Cash and short-term investments at
end of period
|
$
|
2,736
|
$
|
1,122
|
$
|
530
|
All
short-term investments, which consist primarily of highly liquid
investments with original maturities of three months or less, are
considered to be cash equivalents.
|
Non-cash
activities:
|
On June 19,
2006, Caterpillar acquired 100 percent of the equity in Progress Rail
Services, Inc. A portion of the acquisition was financed with
5.3 million shares of Caterpillar stock with a fair value of $379 million
as of the acquisition date. See Note 25 for further
discussion.
|
See
accompanying notes to Consolidated Financial
Statements.
|
NOTES
TO CONSOLIDATED FINANCIAL
STATEMENTS
|
||
|
||
1.
|
Operations
and summary of significant accounting policies
|
|
A.
|
Nature
of operations
|
|
We operate in
three principal lines of business:
|
||
(1)
|
Machinery
— A principal
line of business which includes the design, manufacture, marketing and
sales of construction, mining and forestry 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, skid steer loaders and related parts. Also includes
logistics services for other companies and the design, manufacture,
remanufacture, maintenance and services of rail-related
products.
|
|
(2)
|
Engines
—
A
principal line of business including the design, manufacture, marketing
and sales of engines for Caterpillar machinery; electric power generation
systems; on-highway vehicles and locomotives; marine, petroleum,
construction, industrial, agricultural and other applications; and related
parts. Also includes remanufacturing of Caterpillar engines and
a variety of Caterpillar machine and engine components and remanufacturing
services for other companies. Reciprocating engines meet power
needs ranging from 10 to 21,700 horsepower (8 to over 16 000
kilowatts). Turbines range from 1,600 to 30,000 horsepower (1
200 to 22 000 kilowatts).
|
|
(3)
|
Financial Products
— A
principal line of business consisting primarily of Caterpillar Financial
Services Corporation (Cat Financial), Caterpillar Insurance Holdings, Inc.
(Cat Insurance), Caterpillar Power Ventures Corporation (Cat Power
Ventures) and their respective subsidiaries. Cat Financial
provides a wide range of financing alternatives to customers and dealers
for Caterpillar machinery and engines, Solar gas turbines as well as other
equipment and marine vessels. Cat Financial also extends loans
to customers and dealers. Cat Insurance provides various forms
of insurance to customers and dealers to help support the purchase and
lease of our equipment. Cat Power Ventures is an investor in
independent power projects using Caterpillar power generation equipment
and services.
|
|
Our Machinery
and Engines operations are highly integrated. Throughout the Notes,
Machinery and Engines represents the aggregate total of these principal
lines of business.
Our products
are sold primarily under the brands "Caterpillar," "CAT," design versions
of "CAT" and "Caterpillar," "Solar Turbines," “MaK," "Perkins," "FG
Wilson," "Olympian" and “Progress Rail.”
We conduct
operations in our Machinery and Engines lines of business under highly
competitive conditions, including intense price competition. We place
great emphasis on the high quality and performance of our products and our
dealers' service support. Although no one competitor is believed to
produce all of the same types of machines and engines that we do, there
are numerous companies, large and small, which compete with us in the sale
of each of our products.
Machines are
distributed principally through a worldwide organization of dealers
(dealer network), 52 located in the United States and 128 located outside
the United States. Worldwide, these dealers serve 182 countries and
operate 3,537 places of business, including 1,467 dealer rental outlets.
Reciprocating engines are sold principally through the dealer network and
to other manufacturers for use in products manufactured by them. Some of
the reciprocating engines manufactured by Perkins are also sold through a
worldwide network of 131 distributors located in 172 countries. The FG
Wilson branded electric power generation systems are sold through a
worldwide network of 157 dealers located in 180 countries. Our dealers do
not deal exclusively with our products; however, in most cases sales and
servicing of our products are the dealers' principal business. Turbines
and large medium speed reciprocating engines are sold through sales forces
employed by the company. At times, these employees are assisted by
independent sales representatives.
Manufacturing
activities of the Machinery and Engines lines of business are conducted in
99 plants in the United States; 13 in the United Kingdom; nine in Italy;
eight in China and Mexico; five each in Canada and France; Four in Brazil;
three each in Australia, India and Poland; two each in Germany,
Indonesia, Japan, the Netherlands and Northern Ireland; and one each
in Belgium, Hungary, Malaysia, Nigeria, Russia, South Africa, Sweden,
Switzerland and Tunisia. Thirteen parts distribution centers are located
in the United States and 16 are located outside the United
States.
The Financial
Products line of business also conducts operations under highly
competitive conditions. Financing for users of Caterpillar products is
available through a variety of competitive sources, principally commercial
banks and finance and leasing companies. We emphasize prompt and
responsive service to meet customer requirements and offer various
financing plans designed to increase the opportunity for sales of our
products and generate financing income for our company. Financial Products
activity is conducted primarily in the United States, with additional
offices in Asia, Australia, Canada, Europe and Latin
America.
|
B.
|
Basis
of consolidation
|
The financial
statements include the accounts of Caterpillar Inc. and its
subsidiaries. Investments in companies that are owned 20% to
50% or are less than 20% owned and for which we have significant influence
are accounted for by the equity method (see Note 11).
We consolidate
all variable interest entities where Caterpillar Inc. is the primary
beneficiary. For variable interest entities, we assess whether
we are the primary beneficiary as prescribed by FASB Interpretation 46R,
“Consolidation of Variable Interest Entities, an Interpretation of
Accounting Research Bulletin No. 51” (FIN 46R). The primary
beneficiary of a variable interest entity is the party that absorbs a
majority of the entity’s expected losses, receives a majority of its
expected residual returns, or both.
Certain
amounts for prior years have been reclassified to conform with the
current-year financial statement presentation.
Shipping and
handling costs are included in Cost of goods sold in Statement
1. Other operating expense primarily includes Cat Financial's
depreciation of equipment leased to others, Cat Insurance’s underwriting
expenses, gains (losses) on disposal of long-lived assets, long-lived
asset impairment charges and employee separation charges.
Prepaid
expenses and other current assets in Statement 2 include prepaid rent,
prepaid insurance and other prepaid items. In addition, at
December 31, 2008, this line included a security deposit of $232 million
related to a deposit obligation due in 2009, while at December 31,
2006, this line included a security deposit of $249 million related to a
deposit obligation due in 2007. See Note 16 for further
discussion.
|
|
C.
|
Sales
and revenue recognition
|
Sales of
Machinery and Engines are generally recognized when title transfers and
the risks and rewards of ownership have passed to customers or
independently owned and operated dealers. Typically, where
product is produced and sold in the same country, title and risk of
ownership transfer when the product is shipped. Products that
are exported from a country for sale typically pass title and risk of
ownership at the border of the destination country.
No right of
return exists on sales of equipment. Replacement part returns
are estimable and accrued at the time a sale is recognized.
We provide
discounts to dealers and original equipment manufacturers (OEM) through
merchandising programs that are administered by our marketing
divisions. We have numerous programs that are designed to
promote the sale of our products. The most common dealer
programs provide a discount when the dealer sells a product to a targeted
end user. OEM programs provide discounts designed to encourage
the use of our engines. The cost of these discounts is estimated based on
historical experience and known changes in merchandising programs and is
reported as a reduction to sales when the product sale is
recognized.
Our standard
invoice terms are established by marketing region. When a sale is made to
a dealer, the dealer is responsible for payment even if the product is not
sold to an end customer and must make payment within the standard terms to
avoid interest costs. Interest at or above prevailing market rates is
charged on any past due balance. Our policy is to not forgive this
interest. In 2008 terms were extended to not more than one year for $544
million of receivables, which represent approximately 1% of consolidated
sales. In 2007 and 2006, terms were extended to not more
than one year for
$219 million
and
$49 million of receivables, respectively, which represent less than
1% of consolidated sales.
|
Revenues of
Financial Products primarily represent the following Cat Financial
revenues:
|
||
·
|
Retail
(end-customer) finance revenue on finance leases and installment sale
contracts is recognized over the term of the contract at a constant rate
of return on the scheduled outstanding principal
balance. Revenue on retail notes is recognized based on the
daily balance of retail receivables outstanding and the applicable
effective interest rate.
|
|
·
|
Operating
lease revenue is recorded on a straight-line basis in the period earned
over the life of the contract.
|
|
·
|
Wholesale
(dealer) finance revenue on installment contracts and finance leases is
recognized over the term of the contract at a constant rate of return on
the scheduled outstanding principal balance. Revenue on
wholesale notes is recognized based on the daily balance of wholesale
receivables outstanding and the applicable effective interest
rate.
|
|
·
|
Loan
origination and commitment fees are deferred and then amortized to revenue
using the interest method over the life of the finance
receivables.
|
|
Recognition of
income is suspended when collection of future income is not probable.
Accrual is resumed, and previously suspended income is recognized, when
the receivable becomes contractually current and/or collection doubts are
removed. Cat Financial provides wholesale inventory financing to dealers.
See Notes 7 and 8 for more information.
Sales and
revenue recognition items are presented net of sales and other related
taxes.
|
||
D.
|
Inventories
|
|
Inventories
are stated at the lower of cost or market. Cost is principally determined
using the last-in, first-out (LIFO) method. The value of inventories on
the LIFO basis represented about 70% of total inventories at December 31,
2008, and about 75% of total inventories at December 31, 2007 and
2006.
If the FIFO
(first-in, first-out) method had been in use, inventories would have been
$3,183 million, $2,617 million and $2,403 million higher than reported at
December 31, 2008, 2007 and 2006, respectively.
|
||
E.
|
Securitized
receivables
|
|
We
periodically sell finance receivables in securitization transactions. When
finance receivables are securitized, we retain interests in the
receivables in the form of subordinated certificates, an interest in
future cash flows (excess), reserve accounts and servicing rights. The
retained interests are recorded in “Other assets” at fair value. We
estimate fair value based on the present value of future expected cash
flows using key assumptions for credit losses, prepayment rates and
discount rates. See Note 8 and Note 19 for more information.
|
||
F.
|
Depreciation
and amortization
|
|
Depreciation
of plant and equipment is computed principally using accelerated methods.
Depreciation on equipment leased to others, primarily for Financial
Products, is computed using the straight-line method over the term of the
lease. The depreciable basis is the original cost of the equipment less
the estimated residual value of the equipment at the end of the lease
term. In 2008, 2007 and 2006, Cat Financial depreciation on equipment
leased to others was $724 million, $671 million and $631 million,
respectively, and was included in "Other operating expenses" in Statement
1. In 2008, 2007 and 2006 consolidated depreciation expense was $1,907
million, $1,725 million and $1,554 million, respectively. Amortization of
purchased intangibles is computed principally using the straight-line
method, generally not to exceed a period of 20 years.
|
||
G.
|
Foreign
currency translation
|
|
The functional
currency for most of our Machinery and Engines consolidated companies is
the U.S. dollar. The functional currency for most of our Financial
Products and equity basis companies is the respective local currency.
Gains and losses resulting from the translation of foreign currency
amounts to the functional currency are included in "Other income
(expense)" in Statement 1. Gains and losses resulting from translating
assets and liabilities from the functional currency to U.S. dollars are
included in "Accumulated other comprehensive income" in Statement
2.
|
H.
|
Derivative
financial instruments
|
Our earnings
and cash flow are subject to fluctuations due to changes in foreign
currency exchange rates, interest rates and commodity
prices. In addition, the amount of Caterpillar stock that can
be repurchased under our stock repurchase program is impacted by movements
in the price of the stock. Our Risk Management Policy (policy)
allows for the use of derivative financial instruments to prudently manage
foreign currency exchange rate, interest rate, commodity price and
Caterpillar stock price exposures. Our policy specifies that
derivatives are not to be used for speculative
purposes. Derivatives that we use are primarily foreign
currency forward and option contracts, interest rate swaps, commodity
forward and option contracts and stock repurchase contracts. Our
derivative activities are subject to the management, direction and control
of our senior financial officers. Risk management practices,
including the use of financial derivative instruments, are presented to
the Audit Committee of the Board of Directors at least
annually.
Payments for
stock repurchase derivatives are accounted for as a reduction in
stockholders’ equity. All other derivatives are recognized on the
Consolidated Financial Position at their fair value. On the date the
derivative contract is entered, we designate the derivative as (1) a hedge
of the fair value of a recognized asset or liability ("fair value" hedge),
(2) a hedge of a forecasted transaction or the variability of cash flow to
be paid ("cash flow" hedge), or (3) an "undesignated" instrument. Changes
in the fair value of a derivative that is qualified, designated and highly
effective as a fair value hedge, along with the gain or loss on the hedged
liability that is attributable to the hedged risk, are recorded in current
earnings. Changes in the fair value of a derivative that is qualified,
designated and highly effective as a cash flow hedge are recorded in other
comprehensive income until earnings are affected by the forecasted
transaction or the variability of cash flow and are then reported in
current earnings. Changes in the fair value of undesignated derivative
instruments and the ineffective portion of designated derivative
instruments are reported in current earnings. Cash flows from designated
derivative financial instruments are classified within the same category
as the item being hedged on Statement 4. Cash flows from
undesignated derivative financial instruments are included in the
investing category on Statement 4.
We formally
document all relationships between hedging instruments and hedged items,
as well as the risk-management objective and strategy for undertaking
various hedge transactions. This process includes linking all
derivatives that are designated as fair value hedges to specific assets
and liabilities on the Consolidated Financial Position and linking cash
flow hedges to specific forecasted transactions or variability of cash
flow.
We also
formally assess, both at the hedge's inception and on an ongoing basis,
whether the derivatives that are used in hedging transactions are highly
effective in offsetting changes in fair values or cash flow of hedged
items. When it is determined that a derivative is not highly effective as
a hedge or that it has ceased to be a highly effective hedge, we
discontinue hedge accounting prospectively, in accordance with Statement
of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for
Derivative Instruments and Hedging Activities." See Note 3 for
more information.
|
|
I.
|
Income
taxes
|
The provision
for income taxes is determined using the asset and liability approach for
accounting for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109), "Accounting for Income
Taxes." Tax laws require items to be included in tax filings at
different times than the items are reflected in the financial statements.
A current liability is recognized for the estimated taxes payable for the
current year. Deferred taxes represent the future tax consequences
expected to occur when the reported amounts of assets and liabilities are
recovered or paid. Deferred taxes are adjusted for enacted changes in tax
rates and tax laws. Valuation allowances are recorded to reduce deferred
tax assets when it is more likely than not that a tax benefit will not be
realized.
|
|
J.
|
Estimates
in financial statements
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect reported amounts.
The more significant estimates include: residual values for leased assets,
fair values for goodwill impairment tests, impairment of
available-for-sale securities, warranty liability, stock-based
compensation and reserves for product liability and insurance losses,
postemployment benefits, post-sale discounts, credit losses and income
taxes.
|
K.
|
New
accounting standards
|
SFAS 155
– In February
2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 155 (SFAS 155), “Accounting for Certain
Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and
140.” SFAS 155 allows financial instruments that have embedded
derivatives to be accounted for as a whole, eliminating the need to
separate the derivative from its host, if the holder elects to account for
the whole instrument on a fair value basis. This new accounting
standard was effective January 1, 2007. The adoption of SFAS
155 did not have a material impact on our financial
statements.
|
Initial
adoption of SFAS 158
|
||||||||||||||||
(Millions
of dollars)
|
December 31,
2006
Prior to
AML and
SFAS 158 Adjustments |
AML
Adjustment
per SFAS
87
|
SFAS 158
Adjustment |
December 31,
2006
Post AML and
SFAS 158 Adjustments |
||||||||||||
Prepaid
expenses and other current assets
|
$
|
2,467
|
$
|
—
|
$
|
(1,829
|
)
|
$
|
638
|
|||||||
Investments in
unconsolidated affiliated companies
|
568
|
—
|
(6
|
)
|
562
|
|||||||||||
Deferred
income taxes
|
552
|
(97
|
)
|
1,494
|
1,949
|
|||||||||||
Intangible
assets
|
639
|
(60
|
)
|
(192
|
)
|
387
|
||||||||||
Accrued wages,
salaries and employee benefits
|
1,440
|
—
|
(502
|
)
|
938
|
|||||||||||
Liability for
postemployment benefits
|
3,625
|
(386
|
)
|
2,640
|
5,879
|
|||||||||||
Accumulated
other comprehensive income
|
(405
|
)
|
229
|
(2,671
|
)
|
(2,847
|
)
|
We adopted the
year-end measurement date effective January 1, 2008 using the “one
measurement” approach. Under the one measurement approach, net
periodic benefit cost for the period between any early measurement date
and the end of the fiscal year that the measurement provisions are applied
is allocated proportionately between amounts to be recognized as an
adjustment of Profit employed in the business and net periodic benefit
cost for the fiscal year. Previously, we used a November 30th
measurement date for our U.S. pension and other postretirement benefit
plans and September 30th for our non-U.S. plans. The following
summarizes the effect of adopting the year-end measurement date provisions
as of January 1, 2008. See Note 14 for additional
information.
|
Adoption
of SFAS 158 year-end measurement date
|
January 1,
2008
|
January 1,
2008
|
||||||||||
(Millions
of dollars)
|
Prior to SFAS
158 Adjustment
|
SFAS 158
Adjustment
|
Post SFAS 158
Adjustment
|
|||||||||
Noncurrent
deferred and refundable income taxes
|
$
|
1,553
|
$
|
8
|
$
|
1,561
|
||||||
Liability for
postemployment benefits
|
5,059
|
24
|
5,083
|
|||||||||
Accumulated
other comprehensive income
|
(1,808
|
)
|
17
|
(1,791
|
)
|
|||||||
Profit
employed in the business
|
17,398
|
(33
|
)
|
17,365
|
SFAS 159
– In February
2007, the FASB issued Statement of Financial Accounting Standards No. 159
(SFAS 159), “The Fair Value Option for Financial Assets and Financial
Liabilities – including an amendment of SFAS No. 115.” SFAS 159 creates a
fair value option under which an entity may irrevocably elect fair value
as the initial and subsequent measurement attribute for certain financial
assets and liabilities on a contract by contract basis, with changes in
fair values recognized in earnings as these changes occur. We
adopted this new accounting standard on January 1, 2008. We have not
elected to measure any financial assets or financial liabilities at fair
value which were not previously required to be measured at fair value.
Therefore, the adoption of SFAS 159 did not have a material impact on our
financial statements.
|
SFAS 141R and SFAS
160
– In December 2007, the FASB issued Statement of Financial
Accounting Standards No. 141 (revised 2007) (SFAS 141R), “Business
Combinations,” and No. 160 (SFAS 160), “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51.” SFAS 141R
requires the acquiring entity in a business combination to recognize the
assets acquired and liabilities assumed. Further, SFAS 141R also changes
the accounting for acquired in-process research and development assets,
contingent consideration, partial acquisitions and transaction
costs. Under SFAS 160, all entities are required to report
noncontrolling (minority) interests in subsidiaries as equity in the
consolidated financial statements. In addition, transactions between an
entity and noncontrolling interests will be treated as equity
transactions. SFAS 141R and SFAS 160 will become effective for fiscal
years beginning after December 15, 2008. We will adopt these new
accounting standards on January 1, 2009. We do not expect the
adoption to have a material impact on our financial
statements.
|
SFAS 161
– In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161
(SFAS 161), “Disclosures about Derivative Instruments and Hedging
Activities – an amendment of FASB Statement No. 133.” SFAS 161 expands
disclosures for derivative instruments by requiring entities to disclose
the fair value of derivative instruments and their gains or losses in
tabular format. SFAS 161 also requires disclosure of
information about credit risk-related contingent features in derivative
agreements, counterparty credit risk, and strategies and objectives for
using derivative instruments. SFAS 161 will become
effective for fiscal years beginning after November 15,
2008. We will adopt this new accounting standard on January 1,
2009. We do not expect the adoption to have a material impact
on our financial statements.
|
SFAS 162
–
In May 2008, the
FASB issued
Statement of
Financial Accounting Standards No. 162 (SFAS 162), “The Hierarchy of
Generally Accepted Accounting Principles.” SFAS 162 identifies the sources
of accounting principles and the framework for selecting the principles to
be used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with U.S. GAAP. SFAS
162 was effective November 16, 2008. This Statement did not
result in a change in our current
practice.
|
SFAS 163
–
In May 2008, the
FASB issued Statement of Financial Accounting Standards No. 163 (SFAS
163), “Accounting for Financial Guarantee Insurance Contracts – an
interpretation of FASB Statement No. 60.” SFAS 163 requires that an
insurance enterprise recognize a claim liability prior to an event of
default (insured event) when there is evidence that credit deterioration
has occurred in an insured financial obligation. It also requires
disclosure about (1) the risk-management activities used by an insurance
enterprise to evaluate credit deterioration in its insured financial
obligations and (2) the insurance enterprise’s surveillance or watch
list. SFAS 163 will become effective for fiscal years beginning
after December 15, 2008. We will adopt this new accounting
standard on January 1, 2009. We do not expect the adoption to
have a material impact on our financial
statements.
|
FSP FAS 140-4 and FIN
46R-8
–
In December 2008, the FASB issued FASB Staff Position on Statement 140 and
FIN 46R "Disclosures by Public Entities (Enterprises) about Transfers of
Financial Assets and Interests in Variable Interest Entities" (FSP FAS
140-4 and FIN 46R-8). This FSP expands the disclosure
requirements in SFAS 140 and FIN 46R by requiring additional information
about companies’ involvement with variable interest entities (VIEs) and
their continuing involvement with transferred financial assets. This new
accounting standard has been adopted for our financial statements ended
December 31, 2008. The adoption of FSP FAS 140-4 and FIN 46R-8
did not have a material impact on our financial
statements.
|
FSP FAS 132R-1 –
In December 2008,
the FASB issued FASB Staff Position on Statement 132R, "Employers’
Disclosures about Postretirement Benefit Plan Assets" (FSP FAS 132(R)-1).
This FSP expands the disclosure set forth in SFAS 132R by adding required
disclosures about (1) how investment allocation decisions are made by
management, (2) major categories of plan assets, and (3) significant
concentration of risk. Additionally, the FSP requires an employer to
disclose information about the valuation of plan assets similar to that
required under SFAS 157. This new accounting standard will become
effective for fiscal years ending after December 15, 2009. We
will adopt this new accounting standard on January 1, 2009. We
do not expect the adoption to have a material impact on our financial
statements.
|
FSP EITF 99-20-1 –
In
January 2009, the
FASB issued FASB Staff Position on EITF Issue No. 99-20, "Amendments to
the Impairment Guidance of EITF Issue No. 99-20" (FSP EITF
99-20-1). FSP EITF 99-20-1 aligns the impairment guidance in
EITF Issue No. 99-20 with that in Statement of Financial Accounting
Standards No. 115 (SFAS 115), "Accounting for Certain Investments in Debt
and Equity Securities." It changes how companies determine
whether an other-than-temporary impairment exists for certain beneficial
interests by allowing management to exercise more
judgment. This new accounting standard has been adopted for our
financial statements ended December 31, 2008. The adoption of
FSP EITF 99-20-1 did not have a material impact on our financial
statements.
|
L.
|
Goodwill
|
Goodwill
represents the excess of the cost of an acquisition over the fair value of
the net assets acquired. We account for goodwill in accordance
with Statement of Financial Accounting Standards No. 142 "Goodwill and
Other Intangible Assets," which requires that we test goodwill for
impairment, at the reporting unit level, annually and when events or
circumstances indicate the fair value of a reporting unit may be below its
carrying value. A reporting unit is an operating segment or
sub-segment to which goodwill is assigned when initially recorded. We
assign goodwill to reporting units based on our integration plans and the
expected synergies resulting from the business
combination. Because Caterpillar is a highly integrated
company, the businesses we acquire are sometimes combined with or
integrated into existing reporting units.
We perform our
annual goodwill impairment test as of October 1 and monitor for interim
triggering events on an ongoing basis. Goodwill is reviewed for
impairment utilizing a two-step process. The first step
requires us to compare the fair value of each reporting unit, which we
compute using a discounted cash flow analysis, to the respective carrying
value, which includes goodwill. If the fair value of the
reporting unit exceeds its carrying value, the goodwill is not considered
impaired. If the carrying value is higher than the fair value,
there is an indication that an impairment may exist and the second step is
required. In step two, the implied fair value of goodwill is
calculated as the excess of the fair value of a reporting unit over the
fair values assigned to its assets and liabilities. If the
implied fair value of goodwill is less than the carrying value of the
reporting unit’s goodwill, the difference is recognized as an impairment
loss.
|
M.
|
Stock-based
compensation
|
On January 1,
2006, we adopted Statement of Financial Accounting Standards No. 123
(revised 2004) (SFAS 123R), “Share-Based Payment” using the modified
prospective transition method. SFAS 123R requires all stock–based payments
to be recognized in the financial statements based on the grant date fair
value of the award. Under the modified prospective transition
method, we were required to record stock-based compensation expense for
all awards granted after the date of adoption and for the unvested portion
of previously granted awards outstanding as of the date of
adoption. See Note 2 for additional information regarding
stock-based compensation.
|
2.
|
Stock-based
compensation
|
Stock Incentive
Plans
In 1996,
stockholders approved the Stock Option and Long-Term Incentive Plan (the
1996 Plan), which expired in April of 2006. The 1996 Plan
reserved 144 million shares of common stock for issuance (128 million
under this plan and 16 million under prior plans). On June 14,
2006, stockholders approved the 2006 Caterpillar Long-Term Incentive Plan
(the 2006 Plan). The 2006 non-employee Directors’ grant was
issued from this plan. The 2006 Plan reserves 37.6 million
shares for issuance (20 million under the 2006 Plan and 17.6 million
transferred from the 1996 Plan). The plans primarily
provide for the granting of stock options, stock-settled stock
appreciation rights (SARs) and restricted stock units (RSUs) to Officers
and other key employees, as well as non-employee Directors. Stock options
permit a holder to buy Caterpillar stock at the stock's price when the
option was granted. SARs permit a holder the right to receive the value in
shares of the appreciation in Caterpillar stock that occurred from the
date the right was granted up to the date of exercise. A
restricted stock unit (RSU) is an agreement to issue shares of Caterpillar
stock at the time of vesting.
|
|
Our
long-standing practices and policies specify all stock-based compensation
awards are approved by the Compensation Committee (the Committee) of the
Board of Directors on the date of grant. The stock-based award
approval process specifies the number of awards granted, the terms of the
award and the grant date. The same terms and conditions are
consistently applied to all employee grants, including Officers. The
Committee approves all individual Officer grants. The number of
stock-based compensation awards included in an individual’s award is
determined based on the methodology approved by the
Committee. Prior to 2007, the terms of the 1996 Stock Option
and Long-Term Incentive Plan (which expired in April of 2006) provided for
the exercise price methodology to be the average of the high and low price
of our stock on the date of grant. In 2007, under the terms of
the Caterpillar Inc. 2006 Long-Term Incentive Plan (approved by
stockholders in June of 2006), the Compensation Committee approved the
exercise price methodology to be the closing price of the Company stock on
the date of the grant.
Common stock
issued from Treasury stock under the plans totaled 4,807,533 for 2008,
11,710,958 for 2007 and 15,207,055 for 2006.
In 2007, in
order to align our stock award program with the overall market, we
adjusted our 2007 grant by reducing the overall number of employee awards
and utilizing RSUs in addition to the SARs and option
awards. The 2008, 2007 and 2006 awards generally vest three
years after the date of grant. At grant, SARs and option awards
have a term life of ten years. Upon separation from service, if
the participant is 55 years of age or older with more than ten years of
service, the participant meets the criteria for a “Long Service
Separation." If the “Long Service Separation” criteria are met,
the vested options/SARs will have a life that is the lesser of 10 years
from the original grant date or five years from the separation
date.
Our
stock-based compensation plans allow for the immediate vesting upon
separation for employees who meet the criteria for a “Long Service
Separation” and who have fulfilled the requisite service period of six
months. With the adoption of SFAS 123R, compensation expense is
recognized over the period from the grant date to the end date of the
requisite service period for employees who meet the immediate vesting upon
retirement requirements. For those employees who become
eligible for immediate vesting upon retirement subsequent to the requisite
service period and prior to the completion of the vesting period,
compensation expense is recognized over the period from grant date to the
date eligibility is achieved.
|
|
SFAS 123R
requires companies to estimate the fair value of options/SARs on the date
of grant using an option-pricing model. In 2008, 2007 and 2006, the fair
value of the option/SAR grant was estimated using a lattice-based
option-pricing model. The lattice-based option-pricing model
considers a range of assumptions related to volatility, risk-free interest
rate and historical employee behavior. Expected volatility was
based on historical and current implied volatilities from traded options
on our stock. The risk-free rate was based on U.S. Treasury security
yields at the time of grant. The weighted-average dividend
yield was based on historical information. The expected life
was determined from the lattice-based model. The lattice-based model
incorporated exercise and post vesting forfeiture assumptions based on
analysis of historical data. The following table provides the assumptions
used in determining the fair value of the stock-based awards for the years
ended December 31, 2008, 2007 and 2006,
respectively.
|
Grant
Year
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Weighted-average
dividend
yield
|
1.89
|
%
|
1.68
|
%
|
1.79
|
%
|
||||||
Weighted-average
volatility
|
27.14
|
%
|
26.04
|
%
|
26.79
|
%
|
||||||
Range of
volatilities
|
27.13-28.99
|
%
|
26.03-26.62
|
%
|
26.56-26.79
|
%
|
||||||
Range of
risk-free interest
rates
|
1.60-3.64
|
%
|
4.40-5.16
|
%
|
4.34-4.64
|
%
|
||||||
Weighted-average
expected
lives
|
8
years
|
8
years
|
8
years
|
|||||||||
The fair value
of the RSU grant was determined by reducing the stock price on the day of
grant by the present value of the estimated dividends to be paid during
the vesting period. The estimated dividends are based on
Caterpillar’s weighted-average dividend
yield.
|
The amount of
stock-based compensation expense capitalized for the years ended December
31, 2008, 2007 and 2006 did not have a significant impact on our financial
statements.
At December
31, 2008, there was $136 million of total unrecognized compensation cost
from stock-based compensation arrangements granted under the plans, which
is related to non-vested stock-based awards. The compensation
expense is expected to be recognized over a weighted-average period of
approximately 1.8 years.
Please refer to Tables I and II
below for additional information on our stock-based
awards.
|
TABLE
I—Financial Information Related to Stock-based Compensation
|
|||||||||||||||||||||||||
2008
|
2007
|
2006
|
|||||||||||||||||||||||
Shares
|
Weighted-
Average
Exercise
Price
|
Shares
|
Weighted-
Average
Exercise
Price
|
Shares
|
Weighted-
Average
Exercise
Price
|
||||||||||||||||||||
Stock
options/SARs activity:
|
|||||||||||||||||||||||||
Outstanding at
beginning of year
|
60,855,854
|
$
|
42.18
|
68,880,667
|
$
|
38.60
|
74,860,582
|
$
|
32.23
|
||||||||||||||||
Granted to
officers and key employees
1
|
4,886,601
|
$
|
73.20
|
4,350,974
|
$
|
63.04
|
9,720,340
|
$
|
72.05
|
||||||||||||||||
Granted to
outside directors
1
|
—
|
$
|
—
|
75,829
|
$
|
63.04
|
91,000
|
$
|
66.77
|
||||||||||||||||
Exercised
|
(5,006,435
|
)
|
$
|
30.04
|
(12,062,847
|
)
|
$
|
29.41
|
(15,491,627
|
)
|
$
|
28.66
|
|||||||||||||
Forfeited /
expired
|
(337,946
|
)
|
$
|
46.45
|
(388,769
|
)
|
$
|
41.64
|
(299,628
|
)
|
$
|
54.13
|
|||||||||||||
Outstanding at
end of year
|
60,398,074
|
$
|
45.68
|
60,855,854
|
$
|
42.18
|
68,880,667
|
$
|
38.60
|
||||||||||||||||
Exercisable at
year-end
|
43,083,319
|
$
|
35.81
|
47,533,561
|
$
|
34.65
|
59,374,295
|
$
|
33.27
|
||||||||||||||||
RSUs
activity:
|
|||||||||||||||||||||||||
Outstanding at
beginning of year
|
1,253,326
|
N/A
|
2
|
N/A
|
|||||||||||||||||||||
Granted to
officers and key employees
|
1,490,645
|
1,282,020
|
N/A
|
||||||||||||||||||||||
Granted to
outside directors
|
20,878
|
—
|
N/A
|
||||||||||||||||||||||
Vested
|
(61,158
|
)
|
(9,715
|
)
|
N/A
|
||||||||||||||||||||
Forfeited
|
(30,217
|
)
|
(18,979
|
)
|
N/A
|
||||||||||||||||||||
Outstanding at
end of year
|
2,673,474
|
1,253,326
|
N/A
|
The
computations of weighted-average exercise prices and aggregate intrinsic
values are not applicable to RSUs since an RSU represents an agreement to
issue shares of stock at the time of vesting. At December 31,
2008, there were 2,673,474 outstanding RSUs with a weighted average
remaining contractual life of 1.7
years.
|
TABLE
II— Additional Stock-based Award Information
|
|||||||||||||
(Dollars
in millions except per share data)
|
2008
|
2007
|
2006
|
||||||||||
Stock
Options/SARs activity:
|
|||||||||||||
Weighted-average
fair value per share of stock awards granted
|
$
|
22.32
|
$
|
20.73
|
$
|
23.44
|
|||||||
Intrinsic
value of stock awards exercised
|
$
|
232
|
$
|
547
|
$
|
637
|
|||||||
Fair value of
stock awards vested
|
$
|
30
|
$
|
14
|
$
|
40
|
|||||||
Cash received
from stock awards exercised
|
$
|
130
|
$
|
322
|
$
|
411
|
|||||||
RSUs
activity:
|
|||||||||||||
Weighted-average
fair value per share of stock awards granted
|
$
|
69.17
|
$
|
59.94
|
N/A
|
||||||||
Fair value of
stock awards vested
|
$
|
4
|
$
|
1
|
N/A
|
||||||||
The following
table summarizes the effect of the adoption of SFAS
123R:
|
(Dollars
in millions except per share data)
|
2006
|
|||
Stock-based
compensation expense, before tax
|
$
|
137
|
||
Stock-based
compensation expense, after tax
|
$
|
92
|
||
Income tax
benefit recognized in net income
|
$
|
45
|
||
Decrease in
profit per share of common stock, basic
|
$
|
.14
|
||
Decrease in
profit per share of common stock, diluted
|
$
|
.09
|
||
Before tax
stock-based compensation expense for 2008 and 2007 was $194 million and
$146 million, with a corresponding income tax benefit of $62 million and
$48 million, respectively.
In accordance
with Staff Accounting Bulletin No. 107 “Share-based payment,” we classify
stock-based compensation within cost of goods sold, selling, general and
administrative expenses and research and development expenses
corresponding to the same line item as the cash compensation paid to
respective employees, officers and non-employee directors. We
do not allocate stock-based compensation to reportable
segments.
We currently
use shares that have been repurchased through our stock repurchase program
to satisfy share award exercises.
In November
2005, the FASB issued FASB Staff Position No. FAS 123R-3 “Transition
Election Related to Accounting for Tax Effects of Share-Based Payment
Awards.” In the third quarter of 2006, we elected to adopt the
alternative transition method provided in the FASB Staff Position for
calculating the tax effects of stock-based compensation. The
alternative transition method includes simplified methods to determine the
beginning balance of the additional paid-in capital (APIC) pool related to
the tax effects of stock-based compensation, and to determine the
subsequent impact on the APIC pool and the Statement of Cash Flow of the
tax effects of stock-based awards that were fully vested and outstanding
upon the adoption of SFAS 123R.
The tax
benefits realized from stock awards exercised for December 31, 2008, 2007
and 2006 were $60 million, $167 million and $170 million, respectively. We
use the direct only method and tax law ordering approach to calculate the
tax effects of stock-based compensation. In certain
jurisdictions, tax deductions for exercises of stock-based awards did not
generate a cash benefit. A tax benefit of approximately $24
million will be recorded in APIC when these deductions reduce our future
income taxes payable.
|
3.
|
Derivative
financial instruments and risk
management
|
A.
|
Foreign
currency exchange rate risk
|
Foreign
currency exchange rate movements create a degree of risk by affecting the
U.S. dollar value of sales made and costs incurred in foreign currencies.
Movements in foreign currency rates also affect our competitive position
as these changes may affect business practices and/or pricing strategies
of non-U.S.-based competitors. Additionally, we have balance sheet
positions denominated in foreign currency, thereby creating exposure to
movements in exchange rates.
|
Our Machinery
and Engines operations purchase, manufacture and sell products in many
locations around the world. As we have a diversified revenue and cost
base, we manage our future foreign currency cash flow exposure on a net
basis. We use foreign currency forward and option contracts to manage
unmatched foreign currency cash inflow and outflow. Our objective is to
minimize the risk of exchange rate movements that would reduce the U.S.
dollar value of our foreign currency cash flow. Our policy allows for
managing anticipated foreign currency cash flow for up to five
years.
We generally
designate as cash flow hedges at inception of the contract any Australian
dollar, Brazilian real, British pound, Canadian dollar, Chinese yuan,
euro, Japanese yen, Mexican peso, Singapore dollar, New Zealand dollar or
Swiss franc forward or option contracts that meet the requirements for
hedge accounting. Designation is performed on a specific exposure basis to
support hedge accounting. The remainder of Machinery and Engines foreign
currency contracts are undesignated. We designate as fair value hedges
specific euro forward contracts used to hedge firm
commitments.
As of
December 31, 2008, $43 million (net of tax) of deferred net gains
included in equity (“Accumulated other comprehensive income (loss)” in
Statement 2), are expected to be reclassified to current earnings (“Other
income (expense)” in Statement 1) over the next twelve
months. The actual amount recorded in “Other income (expense)”
will vary based on exchange rates at the time the hedged transactions
impact earnings.
In managing
foreign currency risk for our Financial Products operations, our objective
is to minimize earnings volatility resulting from conversion and the
remeasurement of net foreign currency balance sheet positions. Our policy
allows the use of foreign currency forward and option contracts to offset
the risk of currency mismatch between our receivables and debt. All such
foreign currency forward and option contracts are
undesignated.
|
Gains and
losses on the Financial Products contracts above are designed to offset
balance sheet translation gains and
losses.
|
B.
|
Interest
rate risk
|
Interest rate
movements create a degree of risk by affecting the amount of our interest
payments and the value of our fixed-rate debt. Our practice is to use
interest rate swap agreements to manage our exposure to interest rate
changes and, in some cases, lower the cost of borrowed funds.
Machinery and
Engines operations generally use fixed rate debt as a source of
funding. Our objective is to minimize the cost of borrowed
funds. Our policy allows us to enter into fixed-to-floating
interest rate swaps and forward rate agreements to meet that objective
with the intent to designate as fair value hedges at inception of the
contract all fixed-to-floating interest rate swaps. Designation
as a hedge of the fair value of our fixed rate debt is performed to
support hedge accounting.
During 2001,
our Machinery and Engines operations liquidated all existing
fixed-to-floating interest rate swaps. The gain ($2 million at December
31, 2008) is being amortized to earnings ratably over the remaining life
of the hedged debt. During 2006 and 2007, we entered into $400
million (notional amount) of interest rate swaps designated as fair value
hedges of our fixed rate long-term debt. During the first quarter 2008,
our Machinery and Engines operations liquidated all of these
fixed-to-floating interest rate swaps. The gain ($18 million
remaining at December 31, 2008) is being amortized to earnings ratably
over the remaining life of the hedged debt. During the fourth
quarter 2008, we entered into $750 million (notional amount) of forward
starting swaps designated as cash flow hedges of our anticipated long-term
debt offering which occurred in December 2008. At the issuance
of the debt, Caterpillar settled the forward starting
swaps. The loss ($29 million at December 31, 2008) is being
amortized to earnings ratably over the remaining term of the debt (10
years).
Financial
Products operations have a match-funding policy that addresses interest
rate risk by aligning the interest rate profile (fixed or floating rate)
of Cat Financial’s debt portfolio with the interest rate profile of their
receivables portfolio within predetermined ranges on an ongoing basis. In
connection with that policy, we use interest rate derivative instruments
to modify the debt structure to match assets within the receivables
portfolio. This match funding reduces the volatility of margins between
interest-bearing assets and interest-bearing liabilities, regardless of
which direction interest rates
move.
|
Our policy
allows us to use fixed-to-floating, floating-to-fixed and
floating-to-floating interest rate swaps to meet the match-funding
objective. To support hedge accounting, we designate fixed-to-floating
interest rate swaps as fair value hedges of the fair value of our
fixed-rate debt at the inception of the swap contract. Financial Products'
practice is to designate most floating-to-fixed interest rate swaps as
cash flow hedges of the variability of future cash flows at the inception
of the swap contract.
Financial
Products liquidated fixed-to-floating interest rate swaps during 2006,
2005 and 2004, which resulted in deferred net gains. These
gains ($4 million remaining at December 31, 2008) are being amortized to
earnings ratably over the remaining term of the hedged
debt.
|
As of December
31, 2008, $51 million (net of tax) of deferred net losses included in
equity ("Accumulated other comprehensive income (loss)" in Statement 2),
related to Financial Products floating-to-fixed interest rate swaps, are
expected to be reclassified to current earnings ("Interest expense of
Financial Products" in Statement 1) over the next 12
months.
|
C.
|
Commodity
price risk
|
Commodity
price movements create a degree of risk by affecting the price we must pay
for certain raw material. Our policy is to use commodity forward and
option contracts to manage the commodity risk and reduce the cost of
purchased materials.
Our Machinery
and Engines operations purchase aluminum, copper and nickel embedded in
the components we purchase from suppliers. Our suppliers pass on to us
price changes in the commodity portion of the component cost. In addition,
we are also subject to price changes on natural gas purchased for
operational use.
Our objective
is to minimize volatility in the price of these commodities. Our policy
allows us to enter into commodity forward and option contracts to lock in
the purchase price of a portion of these commodities within a four-year
horizon. All such commodity forward and option contracts are
undesignated. There were no net gains or losses on undesignated
contracts in 2007, and no contracts were outstanding during
2008. Gains on undesignated contracts of $1 million were
recorded in current earnings ("Other income (expense)" in Statement 1) in
2006.
|
D.
|
Stock
repurchase risk
|
In February
2007, the Board of Directors authorized a $7.5 billion stock repurchase
program, expiring on December 31, 2011. The amount of
Caterpillar stock that can be repurchased under the authorization is
impacted by the movements in the price of the stock. In August
2007, the Board of Directors authorized the use of derivative contracts to
reduce stock repurchase volatility.
In connection
with our stock repurchase program, we entered into capped call
transactions (“call”) with a major bank for an aggregate of 6.0 million
shares. A call permits us to reduce share repurchase price
volatility by providing a floor and cap on the price at which the shares
can be repurchased. During 2007, we paid the bank premiums of
$56 million for the establishment of calls for 3.5 million shares, which
was accounted for as a reduction to stockholders’
equity. During 2008, we paid the bank premiums of $38 million
for the establishment of calls for 2.5 million shares. The
floor, cap and strike prices for the calls were based upon the average
purchase price paid by the bank to purchase our common stock to hedge
these transactions. Each call matured and was exercised within
one year after the call was established. If we exercised a
call, we could elect to settle the transaction with the bank by physical
settlement (paying cash and receiving shares), cash settlement (receiving
a net amount of cash) or net share settlement (receiving a net amount of
shares).
|
For the year
ended December 31, 2008, $268 million of cash was used to repurchase 5.0
million shares pursuant to calls exercised under this program. Premiums
previously paid associated with these exercised calls were $78
million. In December 2008, a call for 1.0 million shares
matured, but was not exercised. Premiums previously paid
associated with this unexercised call were $16 million. As of
December 31, 2008, there were no outstanding
calls.
|
4.
|
Other
income (expense)
|
|||||||||||
Years ended
December 31,
|
||||||||||||
(Millions
of dollars)
|
2008
|
2007
|
2006
|
|||||||||
Investment and
interest
income
|
$
|
101
|
$
|
99
|
$
|
83
|
||||||
Foreign
exchange
gains
|
100
|
21
|
9
|
|||||||||
License fee
income
|
73
|
66
|
61
|
|||||||||
Gains (losses)
on sale of securities and affiliated companies
|
55
|
70
|
35
|
|||||||||
Impairment of
available-for-sale
securities
|
(37
|
)
|
—
|
—
|
||||||||
Miscellaneous
income
(loss)
|
7
|
64
|
26
|
|||||||||
$
|
299
|
$
|
320
|
$
|
214
|
|||||||
5.
|
Income
taxes
|
The
components of profit before taxes were:
|
||||||||||||
Years ended
December 31,
|
||||||||||||
(Millions
of dollars)
|
2008
|
2007
|
2006
|
|||||||||
U.S.
|
$
|
2,144
|
$
|
2,153
|
$
|
2,642
|
||||||
Non-U.S.
|
2,329
|
2,800
|
2,219
|
|||||||||
$
|
4,473
|
$
|
4,953
|
$
|
4,861
|
|||||||
Profit before
taxes, as shown above, is based on the location of the entity to which
such earnings are attributable. Where an entity’s earnings are subject to
taxation, however, may not correlate solely to where an entity is
located. Thus, the income tax provision shown below as U.S. or
non-U.S. may not correspond to the earnings shown
above.
|
We paid income
taxes of $1,318 million, $821 million and $1,465 million in 2008, 2007 and
2006, respectively.
|
The provision
for income taxes for 2008 includes tax benefits of $456 million recorded
discretely in the quarter of occurrence. Repatriation of non-U.S. earnings
resulted in a tax benefit of $409 million due to available foreign tax
credits in excess of the U.S. tax liability on the dividend. A
benefit of $47 million was also recorded in 2008 due to a change in tax
status of a non-U.S. subsidiary allowing indefinite reinvestment of
undistributed profits and reversal of U.S. tax previously recorded
.
The 2006
provision for income taxes includes a benefit of $5 million for net
changes in tax reserves. Favorable settlement of a non-U.S. tax
issue resulted in a $25 million decrease in reserves. This was
partially offset by a $20 million increase in U.S. tax reserves related to
transfer pricing adjustments for tax years 1992 to 1994, which we continue
to dispute.
We have
recorded income tax expense at U.S. tax rates on all profits, except for
undistributed profits of non-U.S. subsidiaries of approximately $8 billion
which are considered indefinitely reinvested. Determination of
the amount of unrecognized deferred tax liability related to indefinitely
reinvested profits is not feasible. A deferred tax asset is
recognized only if we have definite plans to generate a U.S. tax benefit
by repatriating earnings in the foreseeable
future.
|
SFAS 109
requires that individual tax-paying entities of the company offset all
current deferred tax liabilities and assets within each particular tax
jurisdiction and present them as a single amount in the Consolidated
Financial Position. A similar procedure is followed for all noncurrent
deferred tax liabilities and assets. Amounts in different tax
jurisdictions cannot be offset against each other. The amount of deferred
income taxes at December 31, included on the following lines in
Statement 2, are as follows:
|
December
31,
|
|||||||||||||
(Millions
of dollars)
|
2008
|
2007
|
2006
|
||||||||||
Assets:
|
|||||||||||||
Deferred and
refundable income taxes
|
$
|
785
|
$
|
612
|
$
|
733
|
|||||||
Noncurrent
deferred and refundable income taxes
|
3,298
|
1,539
|
1,949
|
||||||||||
4,083
|
2,151
|
2,682
|
|||||||||||
Liabilities:
|
|||||||||||||
Other current
liabilities
|
9
|
8
|
9
|
||||||||||
Other
liabilities
|
130
|
107
|
55
|
||||||||||
Deferred
income taxes—net
|
$
|
3,944
|
$
|
2,036
|
$
|
2,618
|
|||||||
At
December 31, 2008, we had U.S. foreign tax credits of approximately
$250 million to carry forward for up to ten
years.
|
At
December 31, 2008, amounts and expiration dates of net operating loss
carryforwards in various non-U.S. taxing jurisdictions
were:
|
(Millions
of dollars)
|
|||||||||||||||||||||||||||
2009
|
2010
|
2011
|
2012
|
2013-2023
|
Unlimited
|
Total
|
|||||||||||||||||||||
$
|
2
|
$
|
3
|
$
|
4
|
$
|
6
|
$
|
219
|
$
|
654
|
$
|
888
|
||||||||||||||
A valuation
allowance has been recorded at certain non-U.S. subsidiaries that have not
yet demonstrated consistent and/or sustainable profitability to support
the recognition of net deferred tax assets.
At
December 31, 2008, approximately $288 million of state tax net
operating losses (NOLs) and $128 million of state tax credit carryforwards
were available. Of the NOLs, over three-fourths expire after 2018. The
state tax credit carryforwards expire over the next ten years. We
established a valuation allowance for those NOLs and credit carryforwards
likely to expire prior to utilization.
|
|
We adopted FIN
48, “Accounting for Uncertainty in Income Taxes” as of January 1, 2007. A
reconciliation of the beginning and ending amount of gross unrecognized
tax benefits for uncertain tax positions, including positions impacting
only the timing of tax benefits,
follows.
|
Reconciliation
of unrecognized tax benefits:
1
|
|||||||||
Years ended
December 31,
|
|||||||||
(Millions
of dollars)
|
2008
|
2007
|
|||||||
Balance at
January 1,
|
$
|
703
|
$ |
742
|
|||||
Additions for
tax positions related to current year
|
126
|
62
|
|||||||
Additions for
tax positions related to prior years
|
38
|
24
|
|||||||
Reductions for
tax positions related to prior years
|
(48
|
)
|
(109
|
)
|
|||||
Reductions for
settlements
|
(4
|
)
|
(7
|
)
|
|||||
Reductions for
expiration of statute of limitations
|
(12
|
)
|
(9
|
)
|
|||||
Balance at
December
31,
|
$
|
803
|
$ |
703
|
|||||
1
|
Foreign currency translation
amounts are included within each line as
applicable.
|
At adoption, the amount of
unrecognized tax benefits that, if recognized, would impact the effective
tax rate was $486 million. The corresponding amounts for the
years ended December 31, 2008 and 2007 were $646 million and $537 million,
respectively.
We classify interest and penalties
on tax uncertainties as a component of the provision for income taxes. We
recognized interest and penalties of $18 million and $36 million during
the years ended December 31, 2008 and 2007, respectively. The
total amount of interest and penalties accrued was $116 million and $98
million for the years ended December 31, 2008 and 2007,
respectively.
It is expected that the amount of
unrecognized tax benefits will change in the next 12
months. However, we do not expect the change to have a
significant impact on our results of operations or financial
position.
|
The Internal
Revenue Service (IRS) is currently examining U.S. tax returns for 2005 and
2006 and has completed its field examination of our tax returns for 1992
to 2004. For tax years 1992 to 1994, we expect to litigate the
unagreed adjustments related to transfer pricing. We anticipate
the appeals process for tax years 1995 to 1999, primarily related to
foreign sales corporation commissions, foreign tax credit calculations and
research and development credits, will be settled within the next 12
months. For tax years 2000 to 2004, we are in the appeals process for
unagreed adjustments primarily related to export tax
benefits. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on
our consolidated financial position, liquidity or results of
operations.
In our major non-U.S.
jurisdictions, tax years are typically subject to examination for three to
six years.
|
|
6.
|
Sales and servicing of trade
receivables
|
Our Machinery
and Engines operations generate trade receivables from the sale of
inventory to dealers and customers. Certain of these receivables are sold
to Cat Financial.
Cat Financial
has sold interests in a certain pool of trade receivables through a
revolving structure to third-party commercial paper conduits, asset-backed
commercial paper issuers that are special purpose entities (SPEs) of the
sponsor bank and are not consolidated by Cat Financial. In accordance with
SFAS 140, the transfers to the conduits are accounted for as sales.
Cat Financial services the sold trade receivables and receives an annual
servicing fee of approximately 0.5% of the average outstanding principal
balance. Consolidated expenses of $10 million, $15 million and
$15 million related to the sale of trade receivables were recognized
during 2008, 2007 and 2006, respectively, and are included in "Other
income (expense)" in Statement 1. As of December 31, 2008, 2007 and 2006,
the outstanding principal balance of the sold trade receivables was $240
million.
Cat
Financial’s remaining interest in the pool of trade receivables as of
December 31, 2008, 2007 and 2006 of $1,432 million, $1,233 million
and $2,718 million, respectively, is included in "Receivables—trade and
other" in Statement 2. The carrying amount approximated
fair value due to the short-term nature of these receivables.
The cash collections from these
receivables held by Cat Financial, including those attributable to the
third-party conduits, are first applied to satisfy any obligations of Cat
Financial to the third-party conduits. The third-party conduits have no
recourse to Cat Financial's assets, other than the remaining interest, for
failure of debtors to pay when
due.
|
7.
|
Wholesale inventory
receivables
|
Wholesale inventory receivables
are receivables of Cat Financial that arise when Cat Financial provides
financing for a dealer's purchase of inventory. These receivables are
included in "Receivables—trade and other" and "Long-term receivables—trade
and other" in Statement 2 and were $1,555 million, $1,496 million,
and $1,215 million at December 31, 2008, 2007 and 2006,
respectively. Please refer to Note 19 and Table IV for fair
value information.
|
8.
|
Finance
receivables
|
Finance
receivables are receivables of Cat Financial, which generally can be
repaid or refinanced without penalty prior to contractual maturity. Total
finance receivables reported in Statement 2 are net of an allowance
for credit losses.
During 2008,
2007 and 2006, Cat Financial sold certain finance receivables related to
retail installment sale contracts and finance leases to special purpose
entities (SPEs) as part of their asset-backed securitization program. The
SPEs have limited purposes and generally are only permitted to purchase
the finance receivables, issue asset-backed securities and make payments
on the securities. The SPEs only issue a single series of securities and
generally are dissolved when those securities have been paid in full. The
SPEs, typically trusts, are considered to be qualifying special purpose
entities (QSPEs) and thus, in accordance with SFAS 140, are not
consolidated. The QSPEs issue debt to pay for the finance receivables they
acquire from Cat Financial. The primary source for repayment of
the debt is the cash flows generated from the finance receivables owned by
the QSPEs. The assets of the QSPEs are legally isolated and are
not available to pay the creditors of Cat Financial or any other affiliate
of Cat Financial. For bankruptcy analysis purposes, Cat
Financial has sold the finance receivables to the QSPEs in a true sale and
the QSPEs are separate legal entities.
Cat Financial
retained interests in the finance receivables that were sold through their
asset-backed securitization program. Retained interests include
subordinated certificates, an interest in future cash flows (excess) and
reserve accounts. Retained interests in securitized assets are classified
as available-for-sale securities and are included in “Other assets” in
Statement 2 at fair value in accordance with SFAS 115. Cat Financial
estimates fair value based on the present value of the future expected
cash flows using key assumptions for credit losses, prepayment rates and
discount rates. These assumptions are based on historical experience,
market trends and anticipated performance relative to the particular
assets securitized. Cat Financial periodically reviews the key assumptions
and estimates used in determining the fair value of their retained
interests with unrealized gains and losses recorded in Statement 2 as
part of “Accumulated other comprehensive income”. If based on
current information and events, it is probable that there has been an
adverse change in estimated cash flows, an “other-than-temporary”
impairment is recorded and included in profit to write down the retained
interest to estimated fair value. Cat Financial retains credit risk in the
retail finance receivables that are sold through Cat Financial’s
asset-backed securitizations because Cat Financial’s retained interests
are subordinate to the investors’ interests. Any credit losses in the pool
of securitized assets would be limited to Cat Financial’s retained
interests. For 2008, subordinated interests included subordinated
certificates with an initial fair value of $27 million, an interest in
certain future cash flow (excess) with an initial fair value of $8 million
and a reserve account with an initial fair value of $9 million. For 2007,
subordinated interests included subordinated certificates with an initial
fair value of zero, an interest in certain future cash flow (excess) with
an initial fair value of $2 million and a reserve account with an
initial fair value of $9 million. For 2006, subordinated interests
included subordinated certificates with an initial fair value of
$4 million, an interest in certain future cash flow (excess) with an
initial fair value of $3 million and a reserve account with an
initial fair value of $10 million. Net gains of $12 million,
$4 million and $7 million were recognized on these transactions
in 2008, 2007 and 2006,
respectively.
|
Significant
assumptions used to estimate the fair value of the retained interests and
subordinated certificates at the time of the transaction
were:
|
2008
|
2007
|
2006
|
|||||||
Discount
rate
|
7.2
|
%
|
8.4
|
%
|
11.2
|
%
|
|||
Weighted-average
prepayment
rate
|
14.5
|
%
|
14.0
|
%
|
14.0
|
%
|
|||
Expected
credit
losses
|
1.6
|
%
|
1.5
|
%
|
1.5
|
%
|
The company
receives annual servicing fees of approximately 1% of the unpaid note
value.
As of
December 31, 2008, 2007 and 2006, the subordinated retained interests
in the public securitizations totaled $52 million, $49 million and
$68 million, respectively. Key assumptions used to determine the fair
value of the retained interests
were:
|
2008
|
2007
|
2006
|
|||||||
Cash flow
weighted average discount rates on retained interests
|
16.7
to 23.3
|
%
|
8.3 to
11.5
|
%
|
5.9 to
9.1
|
%
|
|||
Weighted-average
maturity
|
28
months
|
30
months
|
31
months
|
||||||
Expected
prepayment rate
|
19.0
|
%
|
14.0
|
%
|
14.0
|
%
|
|||
Expected
credit losses
|
1.7
to 3.1
|
%
|
.6 to
1.3
|
%
|
.5 to
1.3
|
%
|
|||
The investors
and the securitization trusts have no recourse to Cat Financial's other
assets for failure of debtors to pay when due.
We estimated
the impact of individual 10% and 20% changes to the key economic
assumptions used to determine the fair value of residual cash flow in
retained interests on our income. An independent, adverse change to each
key assumption used to calculate the fair value of all our retained
interests as of December 31, 2008, 2007 and 2006 would be $8 million or
less, $2 million or less, and $3 million or less,
respectively.
During 2008,
the assumptions used to determine the fair value of Cat Financial’s
retained interests in the securitization transactions were
reviewed. The most significant change was an increase in the
credit loss assumption due to the continued softening of industries
related to the U.S. housing market. This resulted in a $27
million impairment charge to the retained interests for the year ended
December 31, 2008. The impairment charge was recorded in “Revenues of
Financial Products” on Statement 1.
To maintain
competitiveness in the capital markets and to have effective and efficient
use of alternative funding sources, Cat Financial may from time to time
provide additional reserve support to previously issued asset-backed
securitizations
.
During the third quarter of 2008, Cat Financial deposited $19
million into a supplemental reserve account for the 2007 securitization
transaction to maintain the credit ratings assigned to the transaction, as
loss experiences were higher than anticipated primarily due to the
softening of industries related to the U.S. housing
market. This resulted in an increase in Cat Financial’s
retained interests.
We consider an
account past due if any portion of an installment is due and unpaid for
more than 30 days. Recognition of income is suspended when
management determines that collection of future income is not probable
(generally after 120 days past due). Accrual is resumed, and
previously suspended income is recognized, when the receivable becomes
contractually current and/or collection doubts are removed. Cash receipts
on impaired loans or finance leases are recorded against the receivable
and then to any unrecognized income. Investment in loans/finance leases on
nonaccrual status were $422 million, $232 million and $190 million
and past due over 90 days and still accruing were $119 million, $47
million and $18 million as of December 31, 2008, 2007 and 2006,
respectively.
|
Cat Financial
provides financing only when acceptable criteria are met. Credit decisions
are based on, among other things, the customer's credit history, financial
strength and intended use of equipment. Cat Financial typically maintains
a security interest in retail financed equipment and requires physical
damage insurance coverage on financed equipment.
Please refer
to Table III for additional finance receivables information and
Note 19 and Table IV for fair value
information.
|
TABLE
III—Finance Receivables Information (Millions of dollars)
|
|||||||||||||||||
Contractual
maturities of outstanding finance receivables:
|
|||||||||||||||||
December 31,
2008
|
|||||||||||||||||
Amounts Due
In
|
Retail
Installment
Contracts
|
Retail
Finance
Leases
|
Retail
Notes
|
Total
|
|||||||||||||
2009
|
$
|
2,950
|
$
|
3,374
|
$
|
2,937
|
$
|
9,261
|
|||||||||
2010
|
1,989
|
2,397
|
1,481
|
5,867
|
|||||||||||||
2011
|
1,249
|
1,450
|
1,095
|
3,794
|
|||||||||||||
2012
|
642
|
652
|
729
|
2,023
|
|||||||||||||
2013
|
241
|
239
|
743
|
1,223
|
|||||||||||||
Thereafter
|
129
|
213
|
1,224
|
1,566
|
|||||||||||||
7,200
|
8,325
|
8,209
|
23,734
|
||||||||||||||
Residual
value
|
—
|
1,387
|
—
|
1,387
|
|||||||||||||
Less: Unearned
income
|
(674
|
)
|
(953
|
)
|
(108
|
)
|
(1,735
|
)
|
|||||||||
Total
|
$
|
6,526
|
$
|
8,759
|
$
|
8,101
|
$
|
23,386
|
|||||||||
Impaired
loans and leases:
|
2008
|
2007
|
2006
|
||||||||||
Average
recorded
investment
|
$
|
306
|
$
|
200
|
$
|
168
|
|||||||
At December
31:
|
|||||||||||||
Recorded
investment
|
$
|
479
|
$
|
219
|
$
|
193
|
|||||||
Impaired
loans/finance leases for which there is a related allowance for credit
losses
|
|
258
|
1
|
|
166
|
|
133
|
||||||
Related
allowance for credit losses on impaired loans/finance
leases
|
|
59
|
1
|
|
35
|
|
26
|
||||||
Impaired
loans/finance leases for which there is no related allowance for credit
losses
|
|
221
|
|
53
|
|
60
|
|||||||
|
|||||||||||||
Allowance
for credit loss activity:
|
2008
|
2007
|
2006
|
||||||||||
Balance at
beginning of year
|
$
|
351
|
$
|
315
|
$
|
302
|
|||||||
Provision for
credit losses
|
192
|
97
|
68
|
||||||||||
Receivables
written off
|
(144
|
)
|
(91
|
)
|
(63
|
)
|
|||||||
Recoveries on
receivables previously written off
|
23
|
23
|
16
|
||||||||||
Other—net
|
(31
|
)
|
7
|
(8
|
)
|
||||||||
Balance at end
of year
|
$
|
391
|
$
|
351
|
$
|
315
|
In estimating
the allowance for credit losses, we review accounts that are past due,
non-performing or in bankruptcy.
|
Cat
Financial's net retail finance leases:
|
December
31,
|
||||||||||||
2008
|
2007
|
2006
|
|||||||||||
Total minimum
lease payments receivable
|
$
|
8,325
|
$
|
7,756
|
$
|
6,577
|
|||||||
Estimated
residual value of leased assets:
|
|||||||||||||
Guaranteed
|
658
|
638
|
483
|
||||||||||
Unguaranteed
|
729
|
746
|
674
|
||||||||||
9,712
|
9,140
|
7,734
|
|||||||||||
Less: Unearned
income
|
(953
|
)
|
(938
|
)
|
(806
|
)
|
|||||||
Net retail
finance leases
|
$
|
8,759
|
$
|
8,202
|
$
|
6,928
|
|||||||
Cash
flow from securitizations:
|
2008
|
2007
|
2006
|
||||||||||
Proceeds from
initial sales of receivables
|
$
|
600
|
$
|
650
|
$
|
947
|
|||||||
Purchases of
contracts through clean-up calls
|
81
|
64
|
63
|
||||||||||
Servicing fees
received
|
12
|
11
|
12
|
||||||||||
Cash flows
received on retained interests
|
25
|
35
|
41
|
||||||||||
Characteristics
of securitized receivables:
|
|||||||||||||
At December
31:
|
|||||||||||||
Total
securitized principal balance
|
$
|
909
|
$
|
1,159
|
$
|
1,227
|
|||||||
Loans more
than 30 days past due
|
98
|
65
|
34
|
||||||||||
Weighted-average
maturity (in months)
|
28
|
30
|
31
|
||||||||||
For the year
ended December 31:
|
|||||||||||||
Average
securitized principal balance
|
$
|
1,147
|
$
|
1,064
|
$
|
1,162
|
|||||||
Net credit
losses
|
23
|
9
|
5
|
1
|
Includes
impaired loans of $108 million primarily reflecting the fair value of the
loan’s associated collateral. See Note 19 for more
information.
|
9.
|
Inventories
|
Inventories
(principally using the “last-in, first-out” method) are comprised of the
following:
|
December
31,
|
||||||||||||
(Millions
of dollars)
|
2008
|
2007
|
2006
|
|||||||||
Raw
materials
|
$
|
3,356
|
$
|
2,990
|
$
|
2,698
|
||||||
Work-in-process
|
1,107
|
863
|
591
|
|||||||||
Finished
goods
|
4,022
|
3,066
|
2,785
|
|||||||||
Supplies
|
296
|
285
|
277
|
|||||||||
Total
inventories
|
$
|
8,781
|
$
|
7,204
|
$
|
6,351
|
||||||
We had
long-term material purchase obligations of approximately $363 million
at December 31, 2008.
|
10.
|
Property,
plant and equipment
|
December
31,
|
||||||||||||||||
(Millions
of dollars)
|
Useful
Lives
(Years)
|
2008
|
2007
|
2006
|
||||||||||||
Land
|
—
|
$
|
575
|
$
|
189
|
$
|
184
|
|||||||||
Buildings and
land improvements
|
20-45
|
4,647
|
3,625
|
3,407
|
||||||||||||
Machinery,
equipment and other
|
3-10
|
12,173
|
9,756
|
8,694
|
||||||||||||
Equipment
leased to others
|
1-10
|
4,561
|
4,556
|
3,957
|
||||||||||||
Construction-in-process
|
—
|
1,531
|
1,082
|
1,036
|
||||||||||||
Total
property, plant and equipment, at cost
|
23,487
|
19,208
|
17,278
|
|||||||||||||
Less:
Accumulated depreciation
|
(10,963
|
)
|
(9,211
|
)
|
(8,427
|
)
|
||||||||||
Property,
plant and equipment—net
|
$
|
12,524
|
$
|
9,997
|
$
|
8,851
|
||||||||||
We had
commitments for the purchase or construction of capital assets of
approximately $579 million at December 31,
2008.
|
Assets
recorded under capital leases:
1
|
||||||||||||||
December
31,
|
||||||||||||||
(Millions
of dollars)
|
2008
|
2007
|
2006
|
|||||||||||
Gross capital
leases
2
|
$
|
565
|
3
|
$
|
96
|
$
|
96
|
|||||||
Less:
Accumulated depreciation
|
(221
|
)
|
3
|
(75
|
)
|
(65
|
)
|
|||||||
Net capital
leases
|
$
|
344
|
$
|
21
|
$
|
31
|
||||||||
1
|
Included in
Property, plant and equipment table above.
|
|||||||||||||
2
|
Consists
primarily of machinery and equipment.
|
|||||||||||||
3
|
Increase in
2008 due to consolidation of Cat Japan. See Note 25 for additional
details.
|
Equipment
leased to others (primarily by Cat Financial):
|
||||||||||||
December
31,
|
||||||||||||
(Millions
of dollars)
|
2008
|
2007
|
2006
|
|||||||||
Equipment
leased to others—at original cost
|
$
|
4,561
|
$
|
4,556
|
$
|
3,957
|
||||||
Less:
Accumulated depreciation
|
(1,416
|
)
|
(1,487
|
)
|
(1,299
|
)
|
||||||
Equipment
leased to others—net
|
$
|
3,145
|
$
|
3,069
|
$
|
2,658
|
||||||
At
December 31, 2008, scheduled minimum rental payments to be received
for equipment leased to others
were:
|
(Millions
of dollars)
|
|||||||||||||||||||||||
2009
|
2010
|
2011
|
2012
|
2013
|
After
2013
|
||||||||||||||||||
$
|
715
|
$
|
523
|
$
|
321
|
$
|
170
|
$
|
70
|
$
|
27
|
||||||||||||
11.
|
Investments
in unconsolidated affiliated
companies
|
Our
investments in affiliated companies accounted for by the equity method
have historically consisted primarily of a 50 percent interest in Shin
Caterpillar Mitsubishi Ltd. (SCM) located in Japan. On August
1, 2008, SCM redeemed half of Mitsubishi Heavy Industries Ltd.’s (MHI’s)
shares in SCM. As a result, Caterpillar now owns 67 percent of
the renamed entity, Caterpillar Japan Ltd. (Cat Japan). Because
Cat Japan is accounted for on a lag, Cat Japan’s August 1, 2008 financial
position was consolidated on September 30, 2008. Cat Japan’s
results of operations were consolidated in the fourth
quarter. See Note 25 for details on this share
redemption. In February 2008, we sold our 23 percent equity
investment in A.S.V. Inc. (ASV) resulting in a $60 million pretax
gain. Accordingly, the December 31, 2008 financial position and
equity investment amounts noted below do not include ASV or Cat
Japan.
Combined
financial information of the unconsolidated affiliated companies accounted
for by the equity method (generally on a lag of 3 months or less) was as
follows:
|
Results
of Operations of unconsolidated affiliated companies:
|
|||||||||||||
Years ended
December 31,
|
|||||||||||||
(Millions
of dollars)
|
2008
|
2007
|
2006
|
||||||||||
Results of
Operations:
|
|||||||||||||
Sales
|
$
|
3,727
|
$
|
4,007
|
$
|
4,420
|
|||||||
Cost of
sales
|
3,082
|
3,210
|
3,526
|
||||||||||
Gross
profit
|
$
|
645
|
$
|
797
|
$
|
894
|
|||||||
Profit
(loss)
|
$
|
55
|
$
|
157
|
$
|
187
|
|||||||
Caterpillar's
profit
(loss)
|
$
|
37
|
$
|
73
|
$
|
81
|
|||||||
Sales from
SCM, while an unconsolidated affiliate, to Caterpillar of approximately
$1.67 billion, $1.67 billion and $1.81 billion in 2008, 2007 and 2006,
respectively, are included in the affiliated company sales. In
addition, SCM purchases of Caterpillar product, while an unconsolidated
affiliate, were $353 million, $268 million and $273 million in 2008, 2007
and 2006, respectively.
|
Financial
Position of unconsolidated affiliated companies:
|
||||||||||||||
December
31,
|
||||||||||||||
(Millions
of dollars)
|
2008
|
2007
|
2006
|
|||||||||||
Financial
Position:
|
||||||||||||||
Assets:
|
||||||||||||||
Current
assets
|
$
|
209
|
$
|
2,062
|
$
|
1,807
|
||||||||
Property,
plant and equipment—net
|
227
|
1,286
|
1,119
|
|||||||||||
Other
assets
|
26
|
173
|
176
|
|||||||||||
462
|
3,521
|
3,102
|
||||||||||||
Liabilities:
|
||||||||||||||
Current
liabilities
|
173
|
1,546
|
1,394
|
|||||||||||
Long-term debt
due after one year
|
110
|
269
|
309
|
|||||||||||
Other
liabilities
|
35
|
393
|
145
|
|||||||||||
318
|
2,208
|
1,848
|
||||||||||||
Ownership
|
$
|
144
|
$
|
1,313
|
$
|
1,254
|
||||||||
At
December 31, 2008, consolidated "Profit employed in the business" in
Statement 2 included $10 million representing undistributed profit of
the unconsolidated affiliated
companies.
|
12.
|
Intangible
assets and goodwill
|
During 2008,
the Cat Japan share redemption resulted in additional finite-lived
intangible assets of $54 million. In 2008, we acquired
finite-lived intangible assets of $17 million due to the purchase of Lovat
Inc. See Note 25 for details on these business
combinations. Also in 2008, we acquired finite-lived intangible
assets of $32 million from other acquisitions.
During 2007,
we acquired finite-lived intangible assets of $89 million as part of the
purchase of Franklin Power Products. In 2007, we also acquired
finite-lived intangible assets of $24 million due to the purchase of the
Forestry Division of Blount International, Inc. During 2006 we acquired
finite-lived intangible assets of $223 million due to the purchase of
Progress Rail Services, Inc. (Progress Rail). See Note 25 for
details on the acquisition of these assets.
Amortization
expense related to intangible assets was $61 million, $52 million and $34
million for 2008, 2007 and 2006, respectively.
Amortization
expense related to intangible assets is expected to
be:
|
(Millions
of dollars)
|
|||||||||||||||||||||||
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
||||||||||||||||||
$
|
59
|
$
|
56
|
$
|
49
|
$
|
41
|
$
|
30
|
$
|
276
|
||||||||||||
B.
|
Goodwill
|
During 2008,
the Cat Japan share redemption resulted in $206 million of
goodwill. In 2008, we acquired net assets with related goodwill
of $41 million as part of the purchase of Gremada Industries,
Inc. In 2008, we also acquired net assets with related goodwill
of $22 million as part of the purchase of Lovat Inc. See Note
25 for details on these business combinations. Also during
2008, we acquired net assets with related goodwill of $8 million from
other acquisitions.
During 2007,
we acquired assets with related goodwill of $37 million as part of the
purchase of Franklin Power Products. In 2007, we also acquired
assets with related goodwill of $22 million as part of the purchase of the
Forestry Division of Blount International, Inc. During 2006, we
acquired assets with related goodwill of $431 million as part of the
purchase of Progress Rail. During 2006, we also acquired assets
with related goodwill of $39 million as part of the purchase of the large
components business of Royal Oak Industries, Inc. See Note 25
for details on the acquisition of these
assets.
|
During 2006,
we determined that the business outlook for the parts and accessories
distribution business of MG Rover, acquired in 2004, required a specific
impairment evaluation. The declining outlook of this business resulted
from MG Rover’s cessation of vehicle production and warranties resulting
from their bankruptcy in 2005. Although the MG Rover parts business
continues to provide parts to the existing population of vehicles, the
unit’s sales will continue to decline as production of new vehicles has
ceased. In determining if there was impairment, we first compared the fair
value of the reporting unit (calculated by discounting projected cash
flows) to the carrying value. Because the carrying value exceeded the fair
value, we then allocated the fair value to the assets and liabilities of
the unit and determined the fair value of the implied goodwill was zero.
Accordingly, a goodwill impairment charge of $18 million, representing the
entire goodwill associated with the MG Rover parts and accessories
business at that date, was included in “Other operating expenses” in
Statement 1 and reported in the “All Other” category in Note
24.
No goodwill
was impaired or disposed of during the years ended December 31, 2008 or
2007.
|
The changes in
carrying amount of goodwill by reportable segment for the years ended
December 31, 2008, 2007 and 2006 were as
follows:
|
Building
Construction
|
EAME
|
Electric
|
Heavy
Construction
|
Industrial
Power
|
Infrastructure
|
Large
Power
|
Marine &
Petroleum
|
All
|
Consolidated
|
|||||||||||||||||||||||||||||||
(Millions
of dollars)
|
Products
|
Operations
|
Power
|
&
Mining
|
Systems
|
Development
|
Systems
|
2
|
Power
|
2
|
Other
|
1
|
Total
|
|||||||||||||||||||||||||||
Balance at January 1,
2006
|
$
|
4
|
$
|
51
|
$
|
203
|
$
|
14
|
$
|
478
|
$
|
33
|
$
|
530
|
$
|
60
|
$
|
78
|
$
|
1,451
|
||||||||||||||||||||
Business
combinations
|
—
|
—
|
—
|
—
|
—
|
—
|
39
|
—
|
432
|
471
|
||||||||||||||||||||||||||||||
Impairments
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(18)
|
(18)
|
||||||||||||||||||||||||||||||
Balance at December 31,
2006
|
4
|
51
|
203
|
14
|
478
|
33
|
569
|
60
|
492
|
1,904
|
||||||||||||||||||||||||||||||
Business
combinations
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
59
|
59
|
||||||||||||||||||||||||||||||
Balance at December 31,
2007
|
4
|
51
|
203
|
14
|
478
|
33
|
569
|
60
|
551
|
1,963
|
||||||||||||||||||||||||||||||
Business
combinations
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
277
|
277
|
||||||||||||||||||||||||||||||
Other
adjustments
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
21
|
21
|
||||||||||||||||||||||||||||||
Balance at December 31,
2008
|
$
|
4
|
$
|
51
|
$
|
203
|
$
|
14
|
$
|
478
|
$
|
33
|
$
|
569
|
$
|
60
|
$
|
849
|
$
|
2,261
|
1
|
All Other
includes operating segments included in “All Other” category (See Note
24).
|
|
2
|
As discussed in Note 24, our
reportable segments were changed in the first quarter of
2008. As a result, goodwill of $60 million was reallocated from
the Large Power Systems reportable segment to the newly formed Marine
& Petroleum Power reportable segment.
|
|
13.
|
Available-for-sale
securities
|
Financial
Products, primarily Cat Insurance, has investments in certain debt and
equity securities at December 31, 2008, 2007 and 2006, that have been
classified as available-for-sale in accordance with SFAS 115 and
recorded at fair value based upon quoted market prices. These fair values
are included in "Other assets" in Statement 2. Unrealized gains and losses
arising from the revaluation of available-for-sale securities are
included, net of applicable deferred income taxes, in equity ("Accumulated
other comprehensive income" in Statement 2). Realized gains and losses on
sales of investments are generally determined using the FIFO method for
debt instruments and the specific identification method for equity
securities. Realized gains and losses are included in "Other income
(expense)" in Statement 1.
|
December 31,
2008
|
||||||||||||
(Millions
of dollars)
|
Cost
Basis
|
Unrealized
Pre-Tax Net
Gains (Losses)
|
Fair
Value
|
|||||||||
Government
debt
|
$
|
333
|
$
|
6
|
$
|
339
|
||||||
Corporate
bonds
|
778
|
(116
|
)
|
662
|
||||||||
Equity
securities
|
146
|
(15
|
)
|
131
|
||||||||
$
|
1,257
|
$
|
(125
|
)
|
$
|
1,132
|
||||||
December 31,
2007
|
||||||||||||
(Millions
of dollars)
|
Cost
Basis
|
Unrealized
Pre-Tax Net
Gains (Losses)
|
Fair
Value
|
|||||||||
Government
debt
|
$
|
319
|
$
|
1
|
$
|
320
|
||||||
Corporate
bonds
|
775
|
(4
|
)
|
771
|
||||||||
Equity
securities
|
168
|
28
|
196
|
|||||||||
$
|
1,262
|
$
|
25
|
$
|
1,287
|
December 31,
2006
|
||||||||||||
(Millions
of dollars)
|
Cost
Basis
|
Unrealized
Pre-Tax Net
Gains (Losses)
|
Fair
Value
|
|||||||||
Government
debt
|
$
|
355
|
$
|
(5
|
)
|
$
|
350
|
|||||
Corporate
bonds
|
541
|
(6
|
)
|
535
|
||||||||
Equity
securities
|
154
|
26
|
180
|
|||||||||
$
|
1,050
|
$
|
15
|
$
|
1,065
|
|||||||
During 2008,
we recognized a pretax charge in accordance with the application of SFAS
115 for “other-than-temporary” declines in the fair values of equity
securities in the Cat Insurance investment portfolios of $37
million. This charge was accounted for as a realized loss and
was included in the “Other income (expense)” in Statement
1. The cost basis of the impacted securities was adjusted to
reflect this charge. During 2007 and 2006, there were no
charges for "other-than-temporary" declines in the market value of
securities.
|
Government
Debt.
The unrealized losses on our investments in U.S.
Treasury obligations, direct obligations of U.S. governmental agencies and
federal agency mortgage-backed securities, are the result of an increase
in the volatility in the financial markets. We intend to, and
have the ability to hold our investments to fair value or
maturity. We do not consider these investments to be
other-than-temporarily impaired as of December 31, 2008.
Corporate
Bonds.
The unrealized losses on our investments in
corporate bonds and asset-backed securities relate primarily to an
increase in credit-related yield spreads, risk aversion, and heightened
volatility in the financial markets. We intend to, and
have the ability to hold these investments that are less than book value
until recovery to fair value or maturity. We do not consider
these investments to be other-than-temporarily impaired as of December 31,
2008.
|
Equity
Securities.
Cat Insurance maintains a well-diversified
equity portfolio consisting of three specific mandates: large cap value
stocks, small and mid cap growth stocks and international growth and
income stocks. The individual securities in these portfolios support cash
flow, asset allocation, surplus growth and other investment
objectives. Some of these losses are attributable to the
continued overall weak equity market conditions, especially those in the
financial sector. In each case where unrealized losses exist,
company management is taking corrective action to increase shareholder
value. We currently believe it is probable that we will be able
to recover all amounts due and do not consider these investments to be
other-than-temporarily impaired as of December 31, 2008.
The fair value
of available-for-sale debt securities at December 31, 2008, by
contractual maturity, is shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to prepay and
creditors may have the right to call
obligations.
|
(Millions
of dollars)
|
Fair
Value
|
|||
Due in one
year or
less
|
$
|
51
|
||
Due after one
year through five
years
|
$
|
230
|
||
Due after five
years through ten
years
|
$
|
195
|
||
Due after ten
years
|
$
|
525
|
||
Proceeds from
sales of investments in debt and equity securities during 2008, 2007 and
2006 were $357 million, $282 million and $539 million,
respectively. Gross gains of $17 million, $16 million and $43 million and
gross losses of $23 million, $7 million and $8 million have been included
in current earnings as a result of these sales for 2008, 2007 and 2006,
respectively.
|
14.
|
Postemployment
benefit plans
|
We have both
U.S. and non-U.S. pension plans covering substantially all of our U.S.
employees and a portion of our non-U.S. employees, primarily in our
European and Japanese facilities. Our defined benefit plans provide a
benefit based on years of service and/or the employee's average earnings
near retirement. Our defined contribution plans allow employees to
contribute a portion of their salary to help save for retirement, and in
certain cases, we provide a matching contribution. We also have
defined-benefit retirement health care and life insurance plans covering
substantially all of our U.S. employees.
As discussed
in Note 1K, we adopted the balance sheet recognition provisions of SFAS
158 at December 31, 2006, and adopted the year-end measurement date
effective January 1, 2008 using the “one measurement”
approach. Under the one measurement approach, net periodic
benefit cost for the period between any early measurement date and the end
of the fiscal year that the measurement provisions are applied is
allocated proportionately between amounts to be recognized as an
adjustment of Profit employed in the business and net periodic benefit
cost for the fiscal year. Previously, we used a November 30th
measurement date for our U.S. pension and other postretirement benefit
plans and September 30th for our non-U.S. plans. Year-end asset
and obligation amounts are disclosed as of the plan measurement
dates.
|
Assumed health
care cost trend rates have a significant effect on the amounts reported
for the health care plans. A one-percentage-point change in assumed health
care cost trend rates would have the following
effects:
|
(Millions
of dollars)
|
One-percentage-
point
increase
|
One-percentage-
point
decrease
|
||||||
Effect on 2008
service and interest cost components of other postretirement benefit
cost
|
$
|
32
|
$
|
(28
|
)
|
|||
Effect on
accumulated postretirement benefit obligation
|
$
|
350
|
$
|
(309
|
)
|
|||
The asset
allocation for our pension and other postretirement benefit plans at the
end of 2008, 2007 and 2006, and the target allocation for 2009, by asset
category, are as follows:
|
Target
Allocation
|
Percentage of
Plan
Assets
at
Year-end
|
||||||||||||||||
2009
|
2008
|
2007
|
2006
|
||||||||||||||
U.S.
pension:
|
|||||||||||||||||
Equity
securities
|
70
|
%
|
70
|
%
|
70
|
%
|
74
|
%
|
|||||||||
Debt
securities
|
25
|
%
|
30
|
%
|
27
|
%
|
26
|
%
|
|||||||||
Real
estate
|
5
|
%
|
—
|
—
|
—
|
||||||||||||
Cash
|
—
|
—
|
3
|
%
|
—
|
||||||||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||||||
Non-U.S.
pension:
|
|||||||||||||||||
Equity
securities
|
54
|
%
|
50
|
%
|
60
|
%
|
59
|
%
|
|||||||||
Debt
securities
|
37
|
%
|
41
|
%
|
30
|
%
|
30
|
%
|
|||||||||
Real
estate
|
6
|
%
|
6
|
%
|
7
|
%
|
8
|
%
|
|||||||||
Other
|
3
|
%
|
3
|
%
|
3
|
%
|
3
|
%
|
|||||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||||||
Other
postretirement benefits:
|
|||||||||||||||||
Equity
securities
|
80
|
%
|
78
|
%
|
81
|
%
|
84
|
%
|
|||||||||
Debt
securities
|
20
|
%
|
22
|
%
|
19
|
%
|
15
|
%
|
|||||||||
Cash
|
—
|
—
|
—
|
1
|
%
|
||||||||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||||||
Our target
asset allocations reflect our investment strategy of maximizing the
long-term rate of return on plan assets and the resulting funded status,
within an appropriate level of risk. The U.S. plans are rebalanced to plus
or minus five percentage points of the target asset allocation ranges on a
monthly basis. The frequency of rebalancing for the non-U.S. plans varies
depending on the plan.
The use of
certain derivative instruments is permitted where appropriate and
necessary for achieving overall investment policy
objectives. The U.S. plans currently utilize futures contracts
to offset current equity positions in order to rebalance the total
portfolio to the target asset allocation. During 2008,
approximately 5% of the U.S. pension plans’ assets were rebalanced from
equity to fixed income positions through the use of futures contracts as
compared to approximately 10% in 2007 and 2006. The actual asset
allocation percentages above represent this rebalancing
effort. The plans do not engage in futures contracts for
speculative purposes.
Equity
securities within plan assets include Caterpillar Inc. common stock
in the amounts of:
|
(Millions
of dollars)
|
U.S. Pension
Benefits
1
|
Non-U.S.
Pension Benefits
|
Other
Postretirement Benefits
|
|||||||||||||||||||||||||||||||||
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
||||||||||||||||||||||||||||
Caterpillar
Inc. common stock
|
$
|
11
|
$
|
24
|
$
|
197
|
$
|
1
|
$
|
2
|
$
|
2
|
$
|
2
|
$
|
3
|
$
|
2
|
1
|
Amounts
represent less than 1% of total plan assets for 2008 and 2007, and 2% for
2006.
|
The estimated
amounts that will be amortized from “Accumulated other comprehensive
income" at December 31, 2008 into net periodic benefit cost (pre-tax) in
2009 are as follows:
|
(Millions
of dollars)
|
U.S.
Pension
|
Non-U.S.
Pension
|
Other
Postretirement Benefits
|
|||||||||
Actuarial
(gain)
loss
|
$
|
245
|
$
|
51
|
$
|
25
|
||||||
Prior service
(credit)
cost
|
30
|
1
|
2
|
|||||||||
Transition
(asset)
obligation
|
—
|
—
|
2
|
|||||||||
Total
|
$
|
275
|
$
|
52
|
$
|
29
|
||||||
The following
amounts relate to our pension plans with projected benefit obligations in
excess of plan assets:
|
U.S. Pension
Benefits
|
Non-U.S.
Pension Benefits
|
|||||||||||||||||||||||
at
Year-end
|
at
Year-end
|
|||||||||||||||||||||||
(Millions
of dollars)
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
||||||||||||||||||
Projected
benefit obligation
|
$
|
(11,493
|
)
|
$
|
(10,862
|
)
|
$
|
(11,174
|
)
|
$
|
(3,194
|
)
|
$
|
(2,792
|
)
|
$
|
(2,719
|
)
|
||||||
Accumulated
benefit obligation
|
$
|
(10,681
|
)
|
$
|
(10,197
|
)
|
$
|
(10,587
|
)
|
$
|
(2,917
|
)
|
$
|
(2,442
|
)
|
$
|
(2,333
|
)
|
||||||
Fair value of
plan assets
|
$
|
6,745
|
$
|
10,159
|
$
|
10,087
|
$
|
2,151
|
$
|
2,548
|
$
|
2,304
|
||||||||||||
The
accumulated postretirement benefit obligation exceeds plan assets for all
of our other postretirement benefit
plans.
|
The above
table reflects the total employer contributions and benefits expected to
be paid from the plan or from company assets and does not include the
participants' share of the cost. The expected benefit payments for our
other postretirement benefits include payments for prescription drug
benefits. Medicare Part D subsidy amounts expected to be received by
the company which will offset other postretirement benefit payments are as
follows:
|
(Millions
of dollars)
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014-2018
|
Total
|
|||||||||||||||||||||
Other
postretirement benefits
|
$
|
30
|
$
|
30
|
$
|
30
|
$
|
30
|
$
|
40
|
$
|
210
|
$
|
370
|
||||||||||||||
The assumed
discount rate is used to discount future benefit obligations back to
today's dollars. For 2008, the U.S. discount rate was based on
a benefit cash flow-matching approach and represents the rate at which our
benefit obligations could effectively be settled as of our measurement
date, December 31. The benefit cash flow-matching approach
involves analyzing Caterpillar's projected cash flows against a high
quality bond yield curve, calculated using a wide population of corporate
Aa bonds available on the measurement date. The very highest
and lowest yielding bonds (top and bottom 10%) are excluded from the
analysis. Previously, we used the Moody's Aa bond yield as of
our measurement date, November 30, and validated the discount rate
using the benefit cash flow-matching approach. A similar change
was made in determining the assumed discount rate for our most
significant non-U.S. plans. This rate is sensitive to changes in
interest rates. A decrease in the discount rate would increase our
obligation and future expense.
Our U.S.
expected long-term rate of return on plan assets is based on our estimate
of long-term passive returns for equities and fixed income securities
weighted by the allocation of our pension assets. Based on historical
performance, we increase the passive returns due to our active management
of the plan assets. To arrive at our expected long-term return, the amount
added for active management was 1% for 2008, 2007 and 2006. A
similar process is used to determine this rate for our non-U.S.
plans.
|
The assumed
health care trend rate represents the rate at which health care costs are
assumed to increase. To calculate the 2008 benefit expense, we assumed an
increase of 7.9% for 2008. We expect an increase of 7.4% during
2009. The 2008 and 2009 rates are assumed to decrease gradually
to the ultimate health care trend rate of 5.0% in 2016. This rate
represents 3.0% general inflation plus 2.0% additional health care
inflation.
We determined
that most of our U.S. retiree health care plans are at least actuarially
equivalent to Medicare Part D and will qualify for the federal
subsidy.
|
F.
|
Other
postemployment benefit plans
|
We offer
long-term disability benefits, continued health care for disabled
employees, survivor income benefit insurance and supplemental unemployment
benefits to substantially all eligible U.S.
employees.
|
G.
|
Defined
contribution plans
|
We have both
U.S. and non-U.S. employee defined contribution plans to help employees
save for retirement. Our U.S. 401(k) plan allows eligible employees to
contribute a portion of their salary to the plan on a tax-deferred basis,
and we provide a matching contribution equal to 100% of employee
contributions to the plan up to 6% of their compensation. Various other
U.S. and non-U.S. defined contribution plans allow eligible employees to
contribute a portion of their salary to the plans, and in some cases, we
provide a matching contribution to the funds.
Total company
costs related to U.S. and non-U.S. defined contribution plans were as
follows:
|
(Millions
of dollars)
|
2008
|
2007
|
2006
|
|||||||||
U.S.
plans
|
$
|
107
|
$
|
172
|
$
|
157
|
||||||
Non-U.S.
plans
|
34
|
30
|
23
|
|||||||||
$
|
141
|
$
|
202
|
$
|
180
|
|||||||
H.
|
Summary of long-term
liability:
|
||||||||||||
December
31,
|
|||||||||||||
(Millions
of dollars)
|
2008
|
2007
|
2006
|
||||||||||
Pensions:
|
|||||||||||||
U.S.
pensions
|
$
|
4,734
|
$
|
688
|
$
|
1,076
|
|||||||
Non-U.S.
pensions
|
1,042
|
236
|
411
|
||||||||||
Total
pensions
|
5,776
|
924
|
1,487
|
||||||||||
Postretirement
benefits other than pensions
|
3,946
|
3,820
|
4,119
|
||||||||||
Other
postemployment benefits
|
73
|
72
|
73
|
||||||||||
Defined
contribution
|
180
|
243
|
200
|
||||||||||
$
|
9,975
|
$
|
5,059
|
$
|
5,879
|
||||||||
15.
|
Short-term
borrowings
|
The
weighted-average interest rates on short-term borrowings outstanding
were:
|
December
31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Notes payable
to
banks
|
5.5
|
%
|
7.0
|
%
|
6.2
|
%
|
||||||
Commercial
paper
|
2.0
|
%
|
4.3
|
%
|
4.5
|
%
|
||||||
Demand
notes
|
3.6
|
%
|
5.1
|
%
|
5.4
|
%
|
||||||
Please refer
to Note 19 and Table IV for fair value information on short-term
borrowings.
|
16.
|
Long-term
debt
|
All
outstanding notes and debentures are unsecured. The deposit
obligations have a corresponding security deposit that relates to a
finance arrangement, which provides us a return. This finance arrangement
requires that we commit to certain long-term obligations and provide a
security deposit, which will fulfill these obligations when they become
due. In 2006 and 2007, the security deposit associated with the
outstanding deposit obligations for Financial Products was included in
"Other assets" in Statement 2. In 2008, this security deposit
was included in “Prepaid expenses and other current assets” and the
deposit obligations were included in short-term borrowings.
On December 3,
2008, Caterpillar Inc. issued $350 million of 7.00% debentures due in
2013, $900 million of 7.90% debentures due in 2018 and $250 million of
8.25% debentures due in 2038.
On August 8,
2006, Caterpillar Inc. issued $500 million of 5.70% notes due in 2016 and
$750 million of 6.05% debentures due in
2036.
|
On September
13, 2005, $116 million of 9.375% debentures due in 2021 and $117 million
of 8.00% debentures due in 2023 were exchanged for $307 million of 5.30%
debentures due in 2035 and $23 million of cash. At December 31,
2008, the book value of the 5.30% debentures due in 2035 was $203 million
with an effective yield to maturity of 8.55%.
We may redeem
the 6.55% and 5.70% notes and the 7.25%, 6.625%, 7.30%, 5.30%, 6.05%,
6.95% and 7.375% debentures in whole or in part at our option at any time
at a redemption price equal to the greater of 100% of the principal amount
of the debentures to be redeemed or the sum of the present value of the
remaining scheduled payments. The terms of other notes and debentures do
not specify a redemption option prior to maturity.
Based on Cat
Financial’s medium-term note issuances subsequent to year-end, $1,500
million, $903 million and $408 million of Financial Products’
commercial paper outstanding at December 31, 2008, 2007 and 2006,
respectively, was classified as long-term debt due after one year.
Medium-term notes are offered by prospectus and are issued through agents
at fixed and floating rates. These notes have a weighted average interest
rate of 4.2% with remaining maturities up to 20 years at
December 31, 2008.
The aggregate
amounts of maturities of long-term debt during each of the years 2009
through 2013, including amounts due within one year and classified as
current, are:
|
December
31,
|
||||||||||||||||||||
(Millions
of dollars)
|
2009
|
2010
|
2011
|
2012
|
2013
|
|||||||||||||||
Machinery and
Engines
|
$
|
456
|
$
|
276
|
$
|
626
|
$
|
202
|
$
|
528
|
||||||||||
Financial
Products
|
5,036
|
4,734
|
2,326
|
1,562
|
1,800
|
|||||||||||||||
$
|
5,492
|
$
|
5,010
|
$
|
2,952
|
$
|
1,764
|
$
|
2,328
|
|||||||||||
The above
table includes $2,182 million of medium-term notes that can be called
at par.
Interest paid
on short-term and long-term borrowings for 2008, 2007 and 2006 was $1,451
million, $1,418 million and $1,256 million, respectively.
Please refer
to Note 19 and Table IV for fair value information on long-term
debt.
|
17.
|
Credit
commitments
|
December 31,
2008
|
|||||||||||||
(Millions
of dollars)
|
Consolidated
|
Machinery
and
Engines
|
Financial
Products
|
||||||||||
Credit lines
available:
|
|||||||||||||
Global credit
facilities
|
$
|
6,853
|
$
|
1,000
|
$
|
5,853
|
|||||||
Other
external
|
4,475
|
1,453
|
3,022
|
||||||||||
Total credit
lines
available
|
11,328
|
2,453
|
8,875
|
||||||||||
Less: Global
credit facilities supporting commercial paper
|
(6,681
|
)
|
(964
|
)
|
(5,717
|
)
|
|||||||
Less: Utilized
credit
|
(1,977
|
)
|
(406
|
)
|
(1,571
|
)
|
|||||||
Available
credit
|
$
|
2,670
|
$
|
1,083
|
$
|
1,587
|
|||||||
We have three
global credit facilities with a syndicate of banks totaling $6.85 billion
(Credit Facility) available in the aggregate to both Machinery and Engines
and Financial Products to support commercial paper programs in the event
the programs become unavailable to us. During 2008, based on
management’s allocation decision, which can be revised at any time, the
portion of the credit facility allocated to Cat Financial was increased
from $5.55 billion to $5.85 billion. The five-year facility of
$1.62 billion expires in September 2012. The five-year facility
of $2.98 billion expires in September 2011. The 364-day
facility was increased from $1.95 billion to $2.25 billion and will expire
in September 2009. As part of the 2008 global credit facilities
renewal, Cat Financial’s year-end and six-month moving average leverage
covenants were increased from 8.5:1 to 10:1. In 2008, Cat Financial
entered into a new 364-day facility of $300 million with a syndicate of
banks, which expires in July 2009. The overall increase in the credit
facilities was to support Cat Financial’s portfolio
growth. At December 31, 2008, there were no borrowings
under these lines.
Consolidated
credit lines with banks as of December 31, 2008 total $4.48 billion. These
credit lines, which are eligible for renewal at various future dates or
have no specified expiration date, are used primarily by our subsidiaries
for local funding requirements. Caterpillar Inc. or Cat
Financial generally guarantees subsidiary borrowings under these
lines.
|
At December
31, 2008, Caterpillar’s annual consolidated net worth dropped below the
level stipulated in the Credit Facility. This covenant requires
Caterpillar to maintain a consolidated net worth of not less than 75% of
the consolidated net worth as of the end of its immediately preceding
fiscal year. The decrease was largely driven by a significant
decline in pension asset returns, resulting in a $3.4 billion year-end
charge to other comprehensive income.
In addition,
at December 31, 2008, Cat Financial’s quarterly interest coverage ratio
for the fourth quarter dropped below the level stipulated in the Credit
Facility. This covenant requires Cat Financial to maintain a
ratio of (1) earnings before interest expense and income taxes to (2)
interest expense of not less than 1.15 to 1 for each fiscal
quarter. The ratio was negatively impacted in the fourth
quarter of 2008 by, among other things, deteriorating economic
conditions. This, in addition to Caterpillar’s drop in
consolidated net worth, also resulted in Cat Financial falling below or
failing to meet similar covenant requirements in other loan
agreements.
The associated
bank group under the Credit Facility has consented to Caterpillar’s lower
annual consolidated net worth of $6.087 billion as of December 31, 2008,
and to Cat Financial’s lower quarterly interest coverage ratio of 0.97 as
of December 31, 2008. The bank group also agreed that any
failure to comply with consolidated net worth and interest coverage ratio
requirements would not constitute an actual or potential event of default
under the Credit Facility. In consideration of these
agreements, the upper range of interest rate applicable to certain amounts
that may be drawn by us under the Credit Facility was increased by
approximately 1.00 to 1.50 percentage points.
The lenders
under Cat Financial’s other loan agreements also have agreed that
Caterpillar and Cat Financial will not be required to comply with the
covenant ratios for the fourth quarter 2008. In consideration
of those agreements, the upper range of interest rate applicable to
certain amounts that may be drawn by us under those loan agreements were
increased by approximately 1.00 percentage point.
As noted
above, the actions by the bank group and other lenders only apply to the
fourth quarter of 2008. In the event Caterpillar or Cat Financial does not
meet one or more of their respective financial covenants under the Credit
Facility in the future (and are unable to obtain a consent or waiver), the
bank group may terminate the commitments allocated to the non-compliant
party or the commitments could be, depending on the circumstances,
reallocated among Caterpillar and/or Cat
Financial. Additionally, in such event, certain of Cat
Financial’s other lenders under other loan agreements where such financial
covenants are applicable may, at their election, choose to pursue remedies
under such loan agreements, including accelerating outstanding
borrowings. At December 31, 2008, there were no borrowings
under the Credit
Facility.
|
18.
|
Profit
per share
|
SARs and stock
options to purchase 5,468,512, 543,971 and 9,626,940 common shares were
outstanding in 2008, 2007 and 2006, respectively, but were not included in
the computation of diluted earnings per share because the effect would
have been antidilutive.
|
19.
|
Fair
value disclosures
|
A.
|
Fair
value measurements
|
As discussed
in Note 1K, we adopted SFAS 157 as of January 1, 2008. SFAS 157
defines fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly
transaction between market participants. SFAS 157 also
specifies a fair value hierarchy based upon the observability of inputs
used in valuation techniques. Observable inputs (highest level)
reflect market data obtained from independent sources, while unobservable
inputs (lowest level) reflect internally-developed market
assumptions. In accordance with SFAS 157, fair value
measurements are classified under the following
hierarchy:
|
§
|
Level 1
–
Quoted prices for
identical instruments in active markets.
|
|
§
|
Level 2
– Quoted prices
for similar instruments in active markets; quoted prices for identical or
similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs or significant value-drivers
are observable in active markets.
|
|
§
|
Level 3
– Model-derived
valuations in which one or more significant inputs or significant
value-drivers are unobservable.
|
When
available, we use quoted market prices to determine fair value and we
classify such measurements within Level 1. In some cases where
market prices are not available, we make use of observable market based
inputs to calculate fair value, in which case the measurements are
classified within Level 2. If quoted or observable market
prices are not available, fair value is based upon internally developed
models that use, where possible, current market-based parameters such as
interest rates, yield curves and currency rates. These
measurements are classified within Level
3.
|
Fair value
measurements are classified according to the lowest level input or
value-driver that is significant to the valuation. A
measurement may therefore be classified within Level 3 even though there
may be significant inputs that are readily
observable.
|
SFAS 157
expanded the definition of fair value to include the consideration of
nonperformance risk. Nonperformance risk refers to the risk
that an obligation (either by a counterparty or Caterpillar) will not be
fulfilled. For our financial assets traded in an active market
(Level 1 and certain Level 2), the nonperformance risk is included in the
market price. For certain other financial assets and
liabilities (Level 2 and 3), our fair value calculations have been
adjusted accordingly.
|
Available-for-sale
securities
Our
available-for-sale securities, primarily at Cat Insurance, include a mix
of equity and debt instruments (see Note 13 for additional
information). Fair values for our government debt and equity
securities are based upon valuations for identical instruments in active
markets. Fair values for corporate bonds are based upon models
that take into consideration such market-based factors as recent sales,
risk-free yield curves and prices of similarly rated
bonds.
|
Derivative financial
instruments
The fair value
of interest rate swap derivatives is primarily based on models that
utilize the appropriate market-based forward swap curves and zero-coupon
interest rates to determine the discounted cash flows. The fair
value of foreign currency forward and option contracts is based on a
valuation model that discounts cash flows resulting from the differential
between the contract price and the market-based forward
rate.
|
Securitized retained
interests
The fair value
of securitized retained interests is based upon a valuation model that
calculates the present value of future expected cash flows using key
assumptions for credit losses, prepayment rates and discount
rates. These assumptions are based on our historical
experience, market trends and anticipated performance relative to the
particular assets securitized.
Guarantees
The fair value
of guarantees is based upon the premium we would require to issue the same
guarantee in a stand-alone arm’s-length transaction with an unrelated
party. If quoted or observable market prices are not available, fair value
is based upon internally developed models that utilize current
market-based assumptions.
|
Assets and
liabilities measured at fair value, primarily related to Financial
Products, included in our Consolidated Statement of Financial Position as
of December 31, 2008 are summarized
below:
|
(Millions
of dollars)
|
December
31, 2008
|
|||||||||||||||||
Level
1
|
Level
2
|
Level
3
|
Total
Assets / Liabilities,
at
Fair Value
|
|||||||||||||||
Assets
|
||||||||||||||||||
Available-for-sale
securities (long-term investments)
|
$
|
140
|
$
|
992
|
$
|
—
|
$
|
1,132
|
||||||||||
Derivative
financial instruments
|
—
|
625
|
—
|
625
|
||||||||||||||
Securitized
retained interests
|
—
|
—
|
52
|
52
|
||||||||||||||
Total
assets
|
$
|
140
|
$
|
1,617
|
$
|
52
|
$
|
1,809
|
||||||||||
Liabilities
|
||||||||||||||||||
Guarantees
|
$
|
—
|
$
|
—
|
$
|
14
|
$
|
14
|
||||||||||
Total
liabilities
|
$
|
—
|
$
|
—
|
$
|
14
|
$
|
14
|
||||||||||
Below is a
roll-forward of assets and liabilities measured at fair value using Level
3 inputs for the year ended December 31, 2008. These
instruments, primarily related to Cat Financial, were valued using pricing
models that, in management’s judgment, reflect the assumptions a
marketplace participant would use.
|
(Millions
of dollars)
|
Securitized
Retained
Interests
|
Guarantees
|
||||||||
Balance at
December 31,
2007
|
$
|
49
|
$
|
12
|
||||||
Total gains or
losses (realized / unrealized)
|
||||||||||
Included in
earnings
|
(21
|
)
|
7
|
|||||||
Included in
other comprehensive income (loss)
|
(13
|
)
|
—
|
|||||||
Purchases,
issuances and settlements
|
37
|
(5
|
) | |||||||
Balance at
December 31, 2008
|
$
|
52
|
$
|
14
|
||||||
The amount of
unrealized losses on securitized retained interests recognized in earnings
for the year ended December 31, 2008 related to assets still held at
December 31, 2008 were $23 million. These losses were reported in Revenues
of Financial Products in Statement 1. The amount of unrealized
losses on guarantees recognized in earnings for the year ended December
31, 2008 related to liabilities still held at December 31, 2008 were $8
million. These losses were reported in Selling, general and administrative
expenses in Statement 1.
In addition to
the amounts above, we have impaired loans of $108 million as of December
31, 2008. A loan is considered impaired when management
determines that collection of future income is not probable. In
these cases, an allowance for loan losses is established based primarily
on the fair value of associated collateral. As the collateral’s fair
value is based on observable market prices and/or current appraised
values, the impaired loans are classified as Level 2
measurements. See Table III for further
details.
|
B.
|
Fair
values of financial instruments
|
In addition to
the methods and assumptions we use to record the fair value of financial
instruments as discussed in the Fair value measurements section above, we
used the following methods and assumptions to estimate the fair value of
our financial instruments as required by SFAS 107 “Disclosures about Fair
Values of Financial Instruments.”
Cash and short-term
investments
Carrying
amount approximated fair value.
Long-term investments
(other than investments in unconsolidated affiliated
companies)
Fair value for
available-for-sale securities was estimated based on quoted market
prices. Fair value for security deposits (included in long-term
investments in 2007 and 2006) approximated carrying value. In
2008 the security deposit is classified in “Prepaid expenses and other
current assets” in Statement 2.
Finance
receivables
Fair value was
estimated by discounting the future cash flow using current rates,
representative of receivables with similar remaining
maturities.
Wholesale inventory
receivables
Fair value was
estimated by discounting the future cash flows using current rates,
representative of receivables with similar remaining
maturities.
Short-term
borrowings
Carrying
amount approximated fair value.
Long-term
debt
Fair value for
Machinery and Engines and Financial Products fixed rate debt was estimated
based on quoted market prices. For Financial Products, floating rate notes
and commercial paper carrying amounts were considered a reasonable
estimate of fair value. For deposit obligations, carrying value
approximated fair value.
Please refer
to Table IV for the fair values of our financial
instruments.
|
20.
|
Concentration
of credit risk
|
Financial
instruments with potential credit risk consist primarily of trade and
finance receivables and short-term and long-term investments.
Additionally, to a lesser extent, we have a potential credit risk
associated with counterparties to derivative contracts.
Trade
receivables are primarily short-term receivables from independently owned
and operated dealers and customers which arise in the normal course of
business. We perform regular credit evaluations of our dealers and
customers. Collateral generally is not required, and the majority of our
trade receivables are unsecured. We do, however, when deemed necessary,
make use of various devices such as security agreements and letters of
credit to protect our interests. No single dealer or customer represents a
significant concentration of credit risk.
Finance
receivables and wholesale inventory receivables primarily represent
receivables under installment sales contracts, receivables arising from
leasing transactions and notes receivable. We generally maintain a secured
interest in the equipment financed. No single customer or dealer
represents a significant concentration of credit risk.
Short-term and
long-term investments are held with high quality institutions and, by
policy, the amount of credit exposure to any one institution is limited.
Long-term investments, included in "Other assets" in Statement 2, are
comprised primarily of investments of Cat Insurance supporting insurance
reserve requirements.
For derivative
contracts, collateral is generally not required of the counterparties or
of our company. We do not anticipate nonperformance by any of the
counterparties. Our exposure to credit loss in the event of nonperformance
by the counterparties is limited to only those gains that we have
recorded, but have not yet received cash payment. At December 31, 2008,
2007 and 2006, the exposure to credit loss was $1,051 million, $204
million, and $149 million, respectively. The significant 2008
increase is a result of favorable rate movement on interest
rate swaps at Cat Financial and favorable exchange rate movement on
foreign exchange contracts in Machinery and Engines.
Please refer
to Note 19 and Table IV above for fair value
information.
|
21.
|
Operating
leases
|
We lease
certain computer and communications equipment, transportation equipment
and other property through operating leases. Total rental expense for
operating leases was $402 million, $362 million and $319 million for
2008, 2007 and 2006, respectively.
Minimum
payments for operating leases having initial or remaining non-cancelable
terms in excess of one year are:
|
Years ended
December 31,
|
|||||||||||||||||||||||||||
(Millions of
dollars)
|
|||||||||||||||||||||||||||
2009
|
2010
|
2011
|
2012
|
2013
|
After
2013
|
Total
|
|||||||||||||||||||||
$
|
223
|
$
|
183
|
$
|
149
|
$
|
119
|
$
|
99
|
$
|
487
|
$
|
1,260
|
||||||||||||||
22.
|
Guarantees
and product warranty
|
We have provided an indemnity to a
third-party insurance company for potential losses related to performance
bonds issued on behalf of Caterpillar dealers. The bonds are
issued to insure governmental agencies against nonperformance by certain
Caterpillar dealers.
We provide
loan guarantees to third-party lenders for financing associated with
machinery purchased by customers. These guarantees have varying
terms and are secured by the machinery. In addition, Cat Financial
participates in standby letters of credit issued to third parties on
behalf of their customers. These standby letters of credit have varying
terms and beneficiaries and are secured by customer assets.
Cat Financial
has provided a limited indemnity to a third-party bank for $25 million
resulting from the assignment of certain leases to that bank. The
indemnity is for the possibility that the insurers of these leases would
become insolvent. The indemnity expires December 15, 2012 and is
unsecured.
No loss has
been experienced or is anticipated under any of these guarantees. At
December 31, 2008, 2007 and 2006, the related liability was $14
million, $12 million and $10 million, respectively. The maximum
potential amount of future payments (undiscounted and without reduction
for any amounts that may possibly be recovered under recourse or
collateralized provisions) we could be required to make under the
guarantees at December 31 are as
follows:
|
(
Millions of
dollars)
|
2008
|
2007
|
2006
|
|||||||||
Guarantees
with Caterpillar
dealers
|
$
|
100
|
$
|
363
|
$
|
527
|
||||||
Guarantees
with
customers
|
136
|
53
|
48
|
|||||||||
Limited
indemnity
|
25
|
30
|
35
|
|||||||||
Guarantees—other
|
43
|
39
|
21
|
|||||||||
Total
guarantees
|
$
|
304
|
$
|
485
|
$
|
631
|
||||||
We provide
guarantees to repurchase certain loans of Caterpillar dealers from a
financial trust (“Trust”) that qualifies as a variable interest entity
under FIN 46R. The purpose of the Trust is to provide
short-term working capital loans to Caterpillar dealers. This
Trust issues commercial paper and uses the proceeds to fund its loan
program. We have a loan purchase agreement with the Trust that
obligates us to purchase certain loans that are not paid at
maturity. We receive a fee for providing this guarantee, which
provides a source of liquidity for the Trust. Prior to December
2008, the loan purchase agreement was treated as a guarantee and disclosed
in the table above as Guarantees with Caterpillar dealers. At
December 31, 2008, we determined that we were the primary beneficiary of
the Trust as our guarantee would require us to absorb a majority of the
entity’s expected losses, and therefore consolidated the financial
position of the Trust in Statement 2. The Trust’s assets of
$477 million are primarily comprised of loans to dealers and the
liabilities of $477 million are primarily comprised of commercial
paper. No loss has been experienced or is anticipated under
this loan purchase agreement. Our assets are not available to pay
creditors of the Trust, except to the extent we may be obligated to
perform under the guarantee, and assets of the Trust are not available to
pay our creditors.
Cat Financial
is party to agreements in the normal course of business with selected
customers and Caterpillar dealers in which we commit to provide a set
dollar amount of financing on a pre-approved basis. We also
provide lines of credit to selected customers and Caterpillar dealers, of
which a portion remains unused as of the end of the
period. Commitments and lines of credit generally have fixed
expiration dates or other termination clauses. It has been our experience
that not all commitments and lines of credit will be used. Management
applies the same credit policies when making commitments and granting
lines of credit as it does for any other
financing.
|
We do not
require collateral for these commitments/lines, but if credit is extended,
collateral may be required upon funding. The amount of the
unused commitments and lines of credit for dealers as of December 31,
2008, 2007 and 2006 was $8,918 million, $8,249 million and $6,519 million,
respectively. The amount of the unused commitments and lines of
credit for customers as of December 31, 2008, 2007 and 2006 was $3,085
million, $3,001 million and $2,279 million, respectively.
Our product
warranty liability is determined by applying historical claim rate
experience to the current field population and dealer
inventory. Generally, historical claim rates are based on
actual warranty experience for each product by machine model/engine
size. Specific rates are developed for each product build month
and are updated monthly based on actual warranty claim
experience.
|
(Millions
of dollars)
|
2008
|
2007
|
2006
|
|||||||||
Warranty
liability,
January 1
|
$
|
1,045
|
$
|
953
|
$
|
879
|
||||||
Reduction in
liability
(payments)
|
(1,074
|
)
|
(906
|
)
|
(745
|
)
|
||||||
Increase in
liability (new
warranties)
|
1,230
|
998
|
819
|
|||||||||
Warranty
liability,
December 31
|
$
|
1,201
|
$
|
1,045
|
$
|
953
|
||||||
23.
|
Environmental
and legal matters
|
The company is regulated by
federal, state and international environmental laws governing our use,
transport and disposal of substances and control of emissions. In addition
to governing our manufacturing and other operations, these laws often
impact the development of our products, including, but not limited to,
required compliance with air emissions standards applicable to internal
combustion engines. Compliance with these existing laws has not had a
material impact on our capital expenditures, earnings or global
competitive position.
We are engaged in remedial
activities at a number of locations, often with other companies, pursuant
to federal and state laws. When it is reasonably probable we
will pay remedial costs at a site and those costs can be reasonably
estimated, the costs are charged against our earnings. In
formulating that estimate, we do not consider amounts expected to be
recovered from insurance companies or others. The amount
recorded for environmental remediation is not material and is included in
“Accrued expenses” in the Consolidated Statement of Financial
Position.
We cannot reasonably estimate
costs at sites in the very early stages of
remediation. Currently, we have a few sites in the very early
stages of remediation and there is no more than a remote chance that a
material amount for remedial activities at any individual site, or at all
sites in the aggregate, will be required.
On May 14, 2007, the U.S.
Environmental Protection Agency (EPA) issued a Notice of Violation to
Caterpillar Inc., alleging various violations of Clean Air Act Sections
203, 206 and 207. EPA claims that Caterpillar violated such
sections by shipping engines and catalytic converter after-treatment
devices separately, introducing into commerce a number of uncertified
and/or misbuilt engines and failing to timely report emissions-related
defects. Caterpillar is currently engaging in negotiations with
EPA to resolve these issues, but we are unable at this time to place
precise estimates on the potential exposure to
penalties. However, Caterpillar is cooperating with EPA and,
based upon initial discussions and although penalties could potentially
exceed $100,000, management does not believe that this issue will have a
material adverse impact on our financial position.
We have disclosed certain
individual legal proceedings in this filing. Additionally, we
are involved in other unresolved legal actions that arise in the normal
course of business. The most prevalent of these unresolved actions involve
disputes related to product design, manufacture and performance liability
(including claimed asbestos and welding fumes exposure), contracts,
employment issues or intellectual property rights. Although it
is not possible to predict with certainty the outcome of these unresolved
legal actions, we believe that these actions will not individually or in
the aggregate have a material adverse effect on our consolidated financial
position, liquidity or results of operations.
On September 29, 2004, Kruse
Technology Partnership (Kruse) filed a lawsuit against Caterpillar in the
United States District Court for the Central District of California
alleging that certain Caterpillar engines built from October 2002 to the
present infringe upon certain claims of three of Kruse's patents on engine
fuel injection timing and combustion strategies. Caterpillar
denied Kruse's allegations and filed a counterclaim seeking a declaration
from the court that Caterpillar is not infringing upon Kruse's patents and
that the patents are invalid and unenforceable. On December 20,
2008, Caterpillar and Kruse entered into a confidential settlement
agreement whereby all pending claims with regard to the lawsuit were
settled. The settlement, which did not have a material impact
on our financial statements, included an agreement by both parties to not
bring any future actions in the matter. Subsequent to the
agreement, the court entered an order dismissing the
case.
|
24.
|
Segment
information
|
A.
|
Basis
for segment information
Caterpillar is
organized based on a decentralized structure that has established
responsibilities to continually improve business focus and increase our
ability to react quickly to changes in the global business cycle, customer
needs and competitors' actions. Our current structure uses a product,
geographic matrix organization comprised of multiple profit and cost
center divisions.
In the first
quarter of 2008, our internal measurement system was changed to reflect a
revised set of responsibilities for divisions as
follows:
|
§
|
Product and
component divisions are profit centers primarily responsible for product
management, development, external sales and ongoing support. Inter-segment
sales of components may also be a source of revenue for these divisions.
Previously product division revenue was primarily inter-segment sales of
finished products to machinery marketing divisions.
|
|
§
|
Manufacturing
divisions are profit centers primarily responsible for the manufacture of
products and/or components within a geographic region. Inter-segment sales
of components, machines and/or engines to product divisions are the
primary sources of revenue for these divisions. Previously manufacturing
divisions’ inter-segment sales were primarily to machinery marketing or
product divisions.
|
|
§
|
Service
divisions are cost centers primarily responsible for the performance of
corporate functions and to provide centralized services. They
also perform certain support functions globally (e.g., Finance,
Information Technology and Human Resources) that were previously included
in product, component, manufacturing and machinery marketing
divisions.
|
|
§
|
Machinery
marketing divisions are cost centers primarily responsible for marketing
through dealers within a geographic region. These divisions
were previously profit centers responsible for external
sales.
|
Caterpillar is
a highly integrated company. Some product and component divisions also
have marketing and/or manufacturing responsibilities. In addition, some
geographically based manufacturing divisions also have product management,
development, external sales and ongoing support
responsibilities. One of our profit centers provides various
financial services to our customers and dealers.
Also in the
first quarter of 2008, a new profit center was formed through
restructuring the Large Power Systems and Power Systems & OEM
Solutions reportable segments. The new profit center, Marine
& Petroleum Power Division is a reportable segment primarily
responsible for the product management, development, marketing, external
sales and ongoing support of reciprocating engines supplied to the marine
and petroleum industries. The division also includes
manufacturing of certain reciprocating engines for marine, petroleum and
electric power applications. In addition, certain marketing
functions previously included in Power Systems & OEM Solutions were
transferred to Large Power Systems and Motion & Power Control Division
(included in “All Other”).
The segment
information for 2007 and 2006 has been retrospectively adjusted to conform
to the 2008 presentation.
We have
developed an internal measurement system to evaluate performance and to
drive continuous improvement. This measurement system, which is not based
on U.S. GAAP, is intended to motivate desired behavior of employees and
drive performance. It is not intended to measure a division's
contribution to enterprise results. The sales and cost information used
for internal purposes varies significantly from our consolidated
externally reported information, resulting in substantial reconciling
items. Each division has specific performance targets and is
evaluated and compensated based on achieving those targets. Performance
targets differ from division to division; therefore, meaningful
comparisons cannot be made among the profit, service or machinery
marketing divisions. It is the comparison of actual results to
budgeted results that makes our internal reporting valuable to
management. Consequently, we feel that the financial
information required by Statement of Financial Accounting Standards No.
131 (SFAS 131), "Disclosures about Segments of an Enterprise and Related
Information" has limited value for our external readers.
Due to
Caterpillar's high level of integration and our concern that segment
disclosures based on SFAS 131 requirements have limited value to external
readers, we are continuing to disclose financial results for our three
principal lines of business (Machinery, Engines and Financial Products) in
our Management's Discussion and Analysis beginning on page
A-62.
|
B.
|
Description
of segments
|
The profit
center divisions meet the SFAS 131 definition of "operating
segments;" however, the service and machinery marketing divisions do
not. Following is a brief description of our nine reportable
segments and the business activities included in the “All Other”
category.
Building Construction
Products
:
Primarily
responsible for product management, development, manufacture, external
sales and ongoing support of light construction machines and select work
tools.
|
EAME Operations
:
Primarily responsible for the manufacture of medium and large excavators,
medium wheel loaders, articulated trucks, medium track-type tractors,
wheel and small excavators and certain machine components in Europe,
Africa and the Commonwealth of Independent States (CIS). Also
responsible for product management, development, manufacture, external
sales and ongoing support of paving products and select work
tools.
Electric
Power
: Primarily responsible for product management,
development, manufacture, marketing, external sales and ongoing support of
reciprocating engine powered generator sets as well as integrated systems
used in the electric power generation industry.
Heavy Construction &
Mining
: Primarily responsible for product management, development,
external sales and ongoing support of mining trucks, quarry and
construction trucks, large and medium track-type tractors, large wheel
loaders, wheel tractor scrapers and track-type loaders.
Industrial Power
Systems
: Primarily responsible for product management, development,
manufacture and ongoing support of reciprocating engines supplied to
industrial, agricultural, electric power and marine industries and
Caterpillar machinery. Also responsible for the marketing and
external sales of industrial, agricultural and certain electric power
engines.
Infrastructure
Development
:
Primarily
responsible for product management, development, external sales and
ongoing support of medium wheel loaders, medium and large excavators,
motor graders, articulated trucks, powertrain components and wheeled
excavators.
Large Power
Systems
: Primarily responsible for product management,
development, manufacture and ongoing support of reciprocating engines
supplied to Caterpillar machinery and the electric power, on-highway
vehicle, petroleum, marine and industrial industries. Also
responsible for engine component manufacturing and the marketing and
external sales of on-highway vehicle engines.
Marine &
Petroleum Power
:
Primarily responsible for the product management, development, marketing,
external sales and ongoing support of reciprocating engines supplied to
the marine and petroleum industries. The division also includes
manufacturing of certain reciprocating engines for marine, petroleum and
electric power applications.
Financing & Insurance
Services
: Provides financing to customers and dealers for the
purchase and lease of Caterpillar and other equipment, as well as some
financing for Caterpillar sales to dealers. Financing plans
include operating and finance leases, installment sale contracts, working
capital loans and wholesale financing plans. The division also provides
various forms of insurance to customers and dealers to help support the
purchase and lease of our equipment.
All
Other
: Primarily includes activities such as: the
regional manufacturing of construction and mining machinery and components
in Latin America, North America and Asia; the design, manufacture,
marketing, external sales and ongoing support of machinery and engine
components, electronics and control systems; the design, manufacture,
marketing, external sales and ongoing support of turbines; logistics
services for Caterpillar and other companies; the design, manufacture,
remanufacture, maintenance and services of rail-related products and
services; remanufacturing of Caterpillar engines and components and
remanufacturing services for other companies; the design, manufacture,
external sales and ongoing support of forestry machinery; and the
manufacturing of construction and mining machinery and components,
marketing, external sales and ongoing support of machinery, engines and
components in Japan.
|
C.
|
Segment
measurement and reconciliations
|
There are
several accounting differences between our segment reporting and our
external reporting. Our segments are measured on an accountable basis;
therefore, only those items for which divisional management is directly
responsible are included in the determination of segment profit (loss) and
assets.
|
The following
is a list of the more significant accounting differences:
|
||
§
|
Generally,
liabilities are managed at the corporate level and are not included in
segment operations. Segment accountable assets generally include
inventories, receivables and property, plant and equipment.
|
|
§
|
Segment
inventories and cost of sales are valued using a current cost
methodology.
|
|
§
|
Postretirement
benefit expenses are split; segments are generally responsible for service
and prior service costs, with the remaining elements of net periodic
benefit cost included as a methodology difference.
|
|
§
|
Currency
exposures are generally managed at the corporate level and the effects of
changes in exchange rates on results of operations within the year are not
included in segment results. The net difference created in the
translation of revenues and costs between exchange rates used for U.S.
GAAP reporting and exchange rates used for segment reporting are recorded
as a methodology difference.
|
§
|
Interest
expense is imputed (i.e., charged) to profit centers based on their level
of accountable assets.
|
|
§
|
Accountable
profit is determined on a pretax basis.
|
|
Effective the
first quarter of 2008, we made the following changes to our segment
reporting methodology:
|
||
§
|
Manufacturing
divisions value inter-segment sales of machines on a manufacturing fee
basis. Previously these transactions were valued at
market-based transfer prices.
|
|
§
|
Service
divisions are primarily treated as cost centers. Previously,
service divisions primarily charged segments for services
provided.
|
|
§
|
Machinery
marketing divisions are treated as cost centers. These
divisions were previously treated as profit centers responsible for
external sales. External sales are now the responsibility of
product divisions.
|
|
The
information for 2007 and 2006 has been retrospectively adjusted to conform
to the 2008 presentation.
Reconciling
items are created based on accounting differences between segment
reporting and our consolidated, external reporting. Please refer to pages
A-52 to A-56 for financial information regarding significant reconciling
items. Most of our reconciling items are self-explanatory given the above
explanations of accounting differences. However, for the reconciliation of
profit, we have grouped the reconciling items as follows:
|
||
§
|
Cost
centers:
The costs related to service and machinery
marketing divisions are primarily treated as cost centers and are not
charged to segments.
|
|
§
|
Corporate costs:
Certain corporate costs are not charged to our segments. These costs are
related to corporate requirements and strategies that are considered to be
for the benefit of the entire organization.
|
|
§
|
Timing:
Timing
differences in the recognition of costs between segment reporting and
consolidated external reporting.
|
|
§
|
Employee separation charges:
See Note 26.
|
|
§
|
Methodology differences:
See previous discussion of significant accounting differences
between segment reporting and consolidated external
reporting.
|
TABLE
V—Segment Information
(Millions
of dollars)
|
||||||||||||||||||||||||||||||||||||
Business Segments
|
Machinery and
Engines
|
|||||||||||||||||||||||||||||||||||
2008
|
Building Construction
Products
|
EAME
Operations
|
Electric
Power
|
Heavy
Construction
&
Mining
|
Industrial
Power
Systems
|
Infrastructure
Development
|
Large
Power
Systems
|
Marine & Petroleum
Power
|
All
Other
|
Total
Machinery
&
Engines
|
Financing
&
Insurance
Services
|
Total
|
||||||||||||||||||||||||
External sales and
revenues
|
$
|
3,415
|
$
|
961
|
$
|
3,632
|
$
|
9,751
|
$
|
2,016
|
$
|
9,583
|
$
|
3,125
|
$
|
4,061
|
$
|
11,313
|
$
|
47,857
|
$
|
3,812
|
$
|
51,669
|
||||||||||||
Inter-segment sales &
revenues
|
47
|
2,718
|
26
|
226
|
876
|
67
|
5,340
|
81
|
11,798
|
21,179
|
7
|
21,186
|
||||||||||||||||||||||||
Total sales and
revenues
|
$
|
3,462
|
$
|
3,679
|
$
|
3,658
|
$
|
9,977
|
$
|
2,892
|
$
|
9,650
|
$
|
8,465
|
$
|
4,142
|
$
|
23,111
|
$
|
69,036
|
$
|
3,819
|
$
|
72,855
|
||||||||||||
Depreciation and
amortization
|
$
|
24
|
$
|
101
|
$
|
24
|
$
|
10
|
$
|
58
|
$
|
4
|
$
|
190
|
$
|
15
|
$
|
645
|
$
|
1,071
|
$
|
755
|
$
|
1,826
|
||||||||||||
Imputed interest
expense
|
$
|
19
|
$
|
51
|
$
|
25
|
$
|
15
|
$
|
24
|
$
|
20
|
$
|
56
|
$
|
14
|
$
|
375
|
$
|
599
|
$
|
1,170
|
$
|
1,769
|
||||||||||||
Accountable profit
(loss)
|
$
|
260
|
$
|
176
|
$
|
388
|
$
|
1,707
|
$
|
183
|
$
|
867
|
$
|
854
|
$
|
573
|
$
|
2,323
|
$
|
7,331
|
$
|
545
|
$
|
7,876
|
||||||||||||
Accountable assets at December
31
|
$
|
519
|
$
|
1,729
|
$
|
861
|
$
|
407
|
$
|
829
|
$
|
639
|
$
|
1,858
|
$
|
591
|
$
|
15,861
|
$
|
23,294
|
$
|
33,095
|
$
|
56,389
|
||||||||||||
Capital
expenditures
|
$
|
35
|
$
|
189
|
$
|
75
|
$
|
3
|
$
|
129
|
$
|
—
|
$
|
351
|
$
|
79
|
$
|
1,284
|
$
|
2,145
|
$
|
1,608
|
$
|
3,753
|
||||||||||||
2007
|
||||||||||||||||||||||||||||||||||||
External sales and
revenues
|
$
|
3,219
|
$
|
942
|
$
|
3,125
|
$
|
8,853
|
$
|
1,818
|
$
|
8,466
|
$
|
2,909
|
$
|
2,934
|
$
|
9,417
|
$
|
41,683
|
$
|
3,670
|
$
|
45,353
|
||||||||||||
Inter-segment sales &
revenues
|
39
|
2,519
|
23
|
56
|
721
|
45
|
4,417
|
70
|
9,513
|
17,403
|
4
|
17,407
|
||||||||||||||||||||||||
Total sales and
revenues
|
$
|
3,258
|
$
|
3,461
|
$
|
3,148
|
$
|
8,909
|
$
|
2,539
|
$
|
8,511
|
$
|
7,326
|
$
|
3,004
|
$
|
18,930
|
$
|
59,086
|
$
|
3,674
|
$
|
62,760
|
||||||||||||
Depreciation and
amortization
|
$
|
31
|
$
|
93
|
$
|
23
|
$
|
3
|
$
|
68
|
$
|
3
|
$
|
176
|
$
|
13
|
$
|
520
|
$
|
930
|
$
|
673
|
$
|
1,603
|
||||||||||||
Imputed interest
expense
|
$
|
18
|
$
|
44
|
$
|
23
|
$
|
11
|
$
|
20
|
$
|
14
|
$
|
54
|
$
|
14
|
$
|
315
|
$
|
513
|
$
|
1,147
|
$
|
1,660
|
||||||||||||
Accountable profit
(loss)
|
$
|
187
|
$
|
362
|
$
|
377
|
$
|
1,766
|
$
|
158
|
$
|
1,053
|
$
|
732
|
$
|
259
|
$
|
2,318
|
$
|
7,212
|
$
|
776
|
$
|
7,988
|
||||||||||||
Accountable assets at December
31
|
$
|
648
|
$
|
1,553
|
$
|
826
|
$
|
494
|
$
|
715
|
$
|
476
|
$
|
1,740
|
$
|
397
|
$
|
11,141
|
$
|
17,990
|
$
|
30,571
|
$
|
48,561
|
||||||||||||
Capital
expenditures
|
$
|
34
|
$
|
180
|
$
|
34
|
$
|
—
|
$
|
75
|
$
|
—
|
$
|
221
|
$
|
35
|
$
|
862
|
$
|
1,441
|
$
|
1,367
|
$
|
2,808
|
||||||||||||
2006
|
||||||||||||||||||||||||||||||||||||
External sales and
revenues
|
$
|
3,201
|
$
|
928
|
$
|
2,562
|
$
|
7,989
|
$
|
1,605
|
$
|
8,151
|
$
|
4,498
|
$
|
2,159
|
$
|
7,530
|
$
|
38,623
|
$
|
3,359
|
$
|
41,982
|
||||||||||||
Inter-segment sales &
revenues
|
590
|
2,071
|
125
|
167
|
557
|
1,517
|
3,568
|
545
|
9,161
|
18,301
|
1
|
18,302
|
||||||||||||||||||||||||
Total sales and
revenues
|
$
|
3,791
|
$
|
2,999
|
$
|
2,687
|
$
|
8,156
|
$
|
2,162
|
$
|
9,668
|
$
|
8,066
|
$
|
2,704
|
$
|
16,691
|
$
|
56,924
|
$
|
3,360
|
$
|
60,284
|
||||||||||||
Depreciation and
amortization
|
$
|
23
|
$
|
79
|
$
|
22
|
$
|
—
|
$
|
67
|
$
|
1
|
$
|
147
|
$
|
16
|
$
|
421
|
$
|
776
|
$
|
642
|
$
|
1,418
|
||||||||||||
Imputed interest
expense
|
$
|
17
|
$
|
44
|
$
|
19
|
$
|
1
|
$
|
18
|
$
|
4
|
$
|
42
|
$
|
12
|
$
|
274
|
$
|
431
|
$
|
1,044
|
$
|
1,475
|
||||||||||||
Accountable profit
(loss)
|
$
|
318
|
$
|
415
|
$
|
220
|
$
|
1,825
|
$
|
115
|
$
|
1,194
|
$
|
1,144
|
$
|
149
|
$
|
2,226
|
$
|
7,606
|
$
|
716
|
$
|
8,322
|
||||||||||||
Accountable assets at December
31
|
$
|
557
|
$
|
1,409
|
$
|
720
|
$
|
257
|
$
|
620
|
$
|
280
|
$
|
1,733
|
$
|
381
|
$
|
10,535
|
$
|
16,492
|
$
|
28,406
|
$
|
44,898
|
||||||||||||
Capital
expenditures
|
$
|
38
|
$
|
141
|
$
|
52
|
$
|
1
|
$
|
66
|
$
|
—
|
$
|
261
|
$
|
23
|
$
|
694
|
$
|
1,276
|
$
|
1,153
|
$
|
2,429
|
||||||||||||
Reconciliations:
|
|||||||||||||||||
Sales &
Revenues
|
Machinery
and
Engines
|
Financing
&
Insurance
Services
|
Consolidating
Adjustments
|
Consolidated
Total
|
|||||||||||||
2008
|
|||||||||||||||||
Total external
sales and revenues from business segments
|
$
|
47,857
|
$
|
3,812
|
$
|
—
|
$
|
51,669
|
|||||||||
Other
|
187
|
(224
|
)
|
(308
|
)
|
1
|
(345
|
)
|
|||||||||
Total sales
and revenues
|
$
|
48,044
|
$
|
3,588
|
$
|
(308
|
)
|
$
|
51,324
|
||||||||
2007
|
|||||||||||||||||
Total external
sales and revenues from business segments
|
$
|
41,683
|
$
|
3,670
|
$
|
—
|
$
|
45,353
|
|||||||||
Other
|
279
|
(274
|
)
|
(400
|
)
|
1
|
(395
|
)
|
|||||||||
Total sales
and revenues
|
$
|
41,962
|
$
|
3,396
|
$
|
(400
|
)
|
$
|
44,958
|
||||||||
2006
|
|||||||||||||||||
Total external
sales and revenues from business segments
|
$
|
38,623
|
$
|
3,359
|
$
|
—
|
$
|
41,982
|
|||||||||
Other
|
246
|
(245
|
)
|
(466
|
)
|
1
|
(465
|
)
|
|||||||||
Total sales
and revenues
|
$
|
38,869
|
$
|
3,114
|
$
|
(466
|
)
|
$
|
41,517
|
||||||||
1
|
Elimination of
Financial Products revenues from Machinery and
Engines.
|
Reconciliations:
|
||||||||||||
Profit before
taxes
|
Machinery
and
Engines
|
Financing
&
Insurance
Services
|
Consolidated
Total
|
|||||||||
2008
|
||||||||||||
Total
accountable profit from business segments
|
$
|
7,331
|
$
|
545
|
$
|
7,876
|
||||||
Cost
centers
|
(1,895
|
)
|
—
|
(1,895
|
)
|
|||||||
Corporate
costs
|
(1,068
|
)
|
—
|
(1,068
|
)
|
|||||||
Timing
|
(327
|
)
|
—
|
(327
|
)
|
|||||||
Employee
separation charges
|
(30
|
)
|
—
|
(30
|
)
|
|||||||
Methodology
differences:
|
||||||||||||
Inventory/cost
of sales
|
(115
|
)
|
—
|
(115
|
)
|
|||||||
Postretirement
benefit expense
|
(103
|
)
|
—
|
(103
|
)
|
|||||||
Financing
costs
|
181
|
—
|
181
|
|||||||||
Equity in
profit of unconsolidated affiliated companies
|
(38
|
)
|
1
|
(37
|
)
|
|||||||
Currency
|
3
|
—
|
3
|
|||||||||
Other
methodology differences
|
(7
|
)
|
(5
|
)
|
(12
|
)
|
||||||
Total profit
before taxes
|
$
|
3,932
|
$
|
541
|
$
|
4,473
|
||||||
2007
|
||||||||||||
Total
accountable profit from business segments
|
$
|
7,212
|
$
|
776
|
$
|
7,988
|
||||||
Cost
centers
|
(1,724
|
)
|
—
|
(1,724
|
)
|
|||||||
Corporate
costs
|
(1,007
|
)
|
—
|
(1,007
|
)
|
|||||||
Timing
|
37
|
—
|
37
|
|||||||||
Methodology
differences:
|
||||||||||||
Inventory/cost
of sales
|
(44
|
)
|
—
|
(44
|
)
|
|||||||
Postretirement
benefit expense
|
(225
|
)
|
—
|
(225
|
)
|
|||||||
Financing
costs
|
(31
|
)
|
—
|
(31
|
)
|
|||||||
Equity in
profit of unconsolidated affiliated companies
|
(69
|
)
|
(4
|
)
|
(73
|
)
|
||||||
Currency
|
50
|
—
|
50
|
|||||||||
Other
methodology differences
|
(13
|
)
|
(5
|
)
|
(18
|
)
|
||||||
Total profit
before taxes
|
$
|
4,186
|
$
|
767
|
$
|
4,953
|
||||||
2006
|
||||||||||||
Total
accountable profit from business segments
|
$
|
7,606
|
$
|
716
|
$
|
8,322
|
||||||
Cost
centers
|
(1,632
|
)
|
—
|
(1,632
|
)
|
|||||||
Corporate
costs
|
(924
|
)
|
—
|
(924
|
)
|
|||||||
Timing
|
(122
|
)
|
—
|
(122
|
)
|
|||||||
Methodology
differences:
|
||||||||||||
Inventory/cost
of sales
|
(41
|
)
|
—
|
(41
|
)
|
|||||||
Postretirement
benefit expense
|
(331
|
)
|
—
|
(331
|
)
|
|||||||
Financing
costs
|
(131
|
)
|
—
|
(131
|
)
|
|||||||
Equity in
profit of unconsolidated affiliated companies
|
(79
|
)
|
(2
|
)
|
(81
|
)
|
||||||
Currency
|
15
|
—
|
15
|
|||||||||
Other
methodology differences
|
(245
|
)
|
31
|
(214
|
)
|
|||||||
Total profit
before taxes
|
$
|
4,116
|
$
|
745
|
$
|
4,861
|
||||||
Reconciliations:
|
||||||||||||||||
Assets
|
Machinery
and
Engines
|
Financing
&
Insurance
Services
|
Consolidating
Adjustments
|
Consolidated
Total
|
||||||||||||
2008
|
||||||||||||||||
Total
accountable assets from business segments
|
$
|
23,294
|
$
|
33,095
|
$
|
—
|
$
|
56,389
|
||||||||
Items not
included in segment assets:
|
||||||||||||||||
Cash and
short-term investments
|
1,517
|
1,219
|
—
|
2,736
|
||||||||||||
Intercompany
receivables
|
540
|
76
|
(616
|
)
|
—
|
|||||||||||
Trade and
other receivables
|
403
|
—
|
—
|
403
|
||||||||||||
Investments in
unconsolidated affiliated companies
|
—
|
—
|
(43
|
)
|
(43
|
)
|
||||||||||
Investment in
Financial Products
|
3,727
|
—
|
(3,727
|
)
|
—
|
|||||||||||
Deferred
income taxes and prepaids
|
4,977
|
244
|
(474
|
)
|
4,747
|
|||||||||||
Intangible
assets and other assets
|
1,196
|
58
|
—
|
1,254
|
||||||||||||
Cost center
assets
|
2,062
|
—
|
—
|
2,062
|
||||||||||||
Liabilities
included in segment assets
|
2,964
|
8
|
—
|
2,972
|
||||||||||||
Inventory
methodology differences
|
(2,752
|
)
|
—
|
—
|
(2,752
|
)
|
||||||||||
Other
|
333
|
(319
|
)
|
—
|
14
|
|||||||||||
Total
assets
|
$
|
38,261
|
$
|
34,381
|
$
|
(4,860
|
)
|
$
|
67,782
|
|||||||
2007
|
||||||||||||||||
Total
accountable assets from business segments
|
$
|
17,990
|
$
|
30,571
|
$
|
—
|
$
|
48,561
|
||||||||
Items not
included in segment assets:
|
||||||||||||||||
Cash and
short-term investments
|
862
|
260
|
—
|
1,122
|
||||||||||||
Intercompany
receivables
|
366
|
113
|
(479
|
)
|
—
|
|||||||||||
Trade and
other receivables
|
272
|
—
|
—
|
272
|
||||||||||||
Investments in
unconsolidated affiliated companies
|
461
|
—
|
(24
|
)
|
437
|
|||||||||||
Investment in
Financial Products
|
3,948
|
—
|
(3,948
|
)
|
—
|
|||||||||||
Deferred
income taxes and prepaids
|
2,701
|
138
|
(339
|
)
|
2,500
|
|||||||||||
Intangible
assets and other assets
|
1,210
|
63
|
—
|
1,273
|
||||||||||||
Cost center
assets
|
1,765
|
—
|
—
|
1,765
|
||||||||||||
Liabilities
included in segment assets
|
2,664
|
20
|
—
|
2,684
|
||||||||||||
Inventory
methodology differences
|
(2,482
|
)
|
—
|
—
|
(2,482
|
)
|
||||||||||
Other
|
295
|
(295
|
)
|
—
|
—
|
|||||||||||
Total
assets
|
$
|
30,052
|
$
|
30,870
|
$
|
(4,790
|
)
|
$
|
56,132
|
|||||||
2006
|
||||||||||||||||
Total
accountable assets from business segments
|
$
|
16,492
|
$
|
28,406
|
$
|
—
|
$
|
44,898
|
||||||||
Items not
included in segment assets:
|
||||||||||||||||
Cash and
short-term investments
|
319
|
211
|
—
|
530
|
||||||||||||
Intercompany
receivables
|
205
|
85
|
(290
|
)
|
—
|
|||||||||||
Trade and
other receivables
|
281
|
—
|
—
|
281
|
||||||||||||
Investments in
unconsolidated affiliated companies
|
439
|
—
|
(9
|
)
|
430
|
|||||||||||
Investment in
Financial Products
|
3,513
|
—
|
(3,513
|
)
|
—
|
|||||||||||
Deferred
income taxes and prepaids
|
3,167
|
116
|
(327
|
)
|
2,956
|
|||||||||||
Intangible
assets and other assets
|
1,283
|
(1
|
)
|
—
|
1,282
|
|||||||||||
Cost center
assets
|
1,592
|
—
|
—
|
1,592
|
||||||||||||
Liabilities
included in segment assets
|
1,744
|
21
|
—
|
1,765
|
||||||||||||
Inventory
methodology differences
|
(2,290
|
)
|
—
|
—
|
(2,290
|
)
|
||||||||||
Other
|
250
|
(245
|
)
|
—
|
5
|
|||||||||||
Total
assets
|
$
|
26,995
|
$
|
28,593
|
$
|
(4,139
|
)
|
$
|
51,449
|
|||||||
Reconciliations:
|
||||||||||||||||
Depreciation and Amortization
|
Machinery
and
Engines
|
Financing
&
Insurance
Services
|
Consolidating
Adjustments
|
Consolidated
Total
|
||||||||||||
2008
|
||||||||||||||||
Total
accountable depreciation and amortization from business
segments
|
$
|
1,071
|
$
|
755
|
$
|
—
|
$
|
1,826
|
||||||||
Items not
included in segment depreciation and amortization:
|
||||||||||||||||
Cost
centers
|
178
|
—
|
—
|
178
|
||||||||||||
Other
|
(24
|
)
|
—
|
—
|
(24
|
)
|
||||||||||
Total
depreciation and amortization
|
$
|
1,225
|
$
|
755
|
$
|
—
|
$
|
1,980
|
||||||||
2007
|
||||||||||||||||
Total
accountable depreciation and amortization from business
segments
|
$
|
930
|
$
|
673
|
$
|
—
|
$
|
1,603
|
||||||||
Items not
included in segment depreciation and amortization:
|
||||||||||||||||
Cost
centers
|
178
|
—
|
—
|
178
|
||||||||||||
Other
|
(15
|
)
|
31
|
—
|
16
|
|||||||||||
Total
depreciation and amortization
|
$
|
1,093
|
$
|
704
|
$
|
—
|
$
|
1,797
|
||||||||
2006
|
||||||||||||||||
Total
accountable depreciation and amortization from business
segments
|
$
|
776
|
$
|
642
|
$
|
—
|
$
|
1,418
|
||||||||
Items not
included in segment depreciation and amortization:
|
||||||||||||||||
Cost
centers
|
179
|
—
|
—
|
179
|
||||||||||||
Other
|
(12
|
)
|
17
|
—
|
5
|
|||||||||||
Total
depreciation and amortization
|
$
|
943
|
$
|
659
|
$
|
—
|
$
|
1,602
|
||||||||
Reconciliations:
|
||||||||||||||||
Capital Expenditures
|
Machinery
and
Engines
|
Financing
&
Insurance
Services
|
Consolidating
Adjustments
|
Consolidated
Total
|
||||||||||||
2008
|
||||||||||||||||
Total
accountable capital expenditures from business segments
|
$
|
2,145
|
$
|
1,608
|
$
|
—
|
$
|
3,753
|
||||||||
Items not
included in segment capital expenditures:
|
||||||||||||||||
Cost
centers
|
300
|
—
|
—
|
300
|
||||||||||||
Other
|
(24
|
)
|
4
|
(22
|
)
|
(42
|
)
|
|||||||||
Total capital
expenditures
|
$
|
2,421
|
$
|
1,612
|
$
|
(22
|
)
|
$
|
4,011
|
|||||||
2007
|
||||||||||||||||
Total
accountable capital expenditures from business segments
|
$
|
1,441
|
$
|
1,367
|
$
|
—
|
$
|
2,808
|
||||||||
Items not
included in segment capital expenditures:
|
||||||||||||||||
Cost
centers
|
235
|
—
|
—
|
235
|
||||||||||||
Other
|
7
|
(1
|
)
|
(9
|
)
|
(3
|
)
|
|||||||||
Total capital
expenditures
|
$
|
1,683
|
$
|
1,366
|
$
|
(9
|
)
|
$
|
3,040
|
|||||||
2006
|
||||||||||||||||
Total
accountable capital expenditures from business segments
|
$
|
1,276
|
$
|
1,153
|
$
|
—
|
$
|
2,429
|
||||||||
Items not
included in segment capital expenditures:
|
||||||||||||||||
Cost
centers
|
254
|
—
|
—
|
254
|
||||||||||||
Other
|
50
|
(1
|
)
|
(57
|
)
|
(8
|
)
|
|||||||||
Total capital
expenditures
|
$
|
1,580
|
$
|
1,152
|
$
|
(57
|
)
|
$
|
2,675
|
|||||||
Enterprise-wide
Disclosures:
|
||||||||||||
External
sales and revenues from products and services:
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Machinery
|
$
|
31,804
|
$
|
28,359
|
$
|
26,062
|
||||||
Engines
|
16,240
|
13,603
|
12,807
|
|||||||||
Financial
Products
|
3,280
|
2,996
|
2,648
|
|||||||||
Total
consolidated
|
$
|
51,324
|
$
|
44,958
|
$
|
41,517
|
25.
|
Business
combinations
|
Lovat
Inc.
In April 2008,
we acquired 100 percent of the equity in privately held Lovat Inc. (Lovat)
for approximately $49 million. Based in Toronto, Canada, Lovat
is a leading manufacturer of tunnel boring machines used globally in the
construction of subway, railway, road, sewer, water main, mine access and
high voltage cable and telecommunications tunnels. Expansion
into the tunnel boring business is a strong fit with our strategic
direction and the customers we serve around the world.
The
transaction was financed with available cash and commercial paper
borrowings. Net tangible assets acquired and liabilities
assumed of $10 million were recorded at their fair
values. Finite-lived intangible assets acquired of $17 million
related to customer relationships, intellectual property and trade names
are being amortized on a straight-line basis over a weighted-average
amortization period of approximately 6 years. Goodwill of $22
million, non-deductible for income tax purposes, represents the excess of
cost over the fair value of net tangible and finite-lived intangible
assets acquired. These values represent a preliminary
allocation of the purchase price subject to finalization of fair value
appraisals and other post-closing procedures. The results of
the acquired business for the period from the acquisition date are
included in the accompanying consolidated financial statements and
reported in the “All Other” category in Note 24. Assuming this
transaction had been made at the beginning of any period presented, the
consolidated pro forma results would not be materially different from
reported results.
Gremada
Industries Inc.
In July 2008,
we acquired certain assets and assumed certain liabilities of Gremada
Industries, Inc. (Gremada), a supplier to our remanufacturing
business. The cost of the acquisition was $62 million,
consisting of $60 million paid at closing and an additional $2 million
post-closing adjustment paid in August 2008. Gremada is a
remanufacturer of transmissions, torque converters, final drives and
related components. This acquisition increases our product and
service offerings for our existing customers, while providing a platform
for further growth opportunities.
This
transaction was financed with available cash and commercial paper
borrowings. Net tangible assets acquired and liabilities
assumed of $21 million were recorded at their fair
values. Goodwill of $41 million, deductible for income tax
purposes, represents the excess cost over the fair value of net tangible
and finite-lived intangible assets acquired. The results of the
acquired business for the period from the acquisition date are included in
the accompanying consolidated financial statements and are reported in the
“All Other” category in Note 24. Assuming this transaction had
been made at the beginning of any period presented, the consolidated pro
forma results would not be materially different from reported
results.
|
Shin
Caterpillar Mitsubishi Ltd. (SCM)
On August 1, 2008, SCM completed
the first phase of a share redemption plan whereby SCM redeemed half of
MHI’s shares in SCM for $464 million. This resulted in
Caterpillar owning 67 percent of the outstanding shares of SCM and MHI
owning the remaining 33 percent. As part of the share
redemption, SCM was renamed Caterpillar Japan Ltd. (Cat
Japan). Both Cat Japan and MHI have options, exercisable after
five years, to require the redemption of the remaining shares owned by
MHI, which if exercised, would make Caterpillar the sole owner of Cat
Japan. The share redemption plan is part of our comprehensive
business strategy for expansion in the emerging markets of Asia and the
Commonwealth of Independent States and will allow Cat Japan’s
manufacturing, design and process expertise to be fully leveraged across
the global Caterpillar enterprise.
The change in Caterpillar’s
ownership interest from 50 percent to 67 percent was accounted for as a
business combination. The $464 million redemption price was
assigned to 17 percent of Cat Japan’s assets and liabilities based upon
their respective fair values as of the transaction date. The
revaluation resulted in an increase in property, plant and equipment of
$78 million and an increase in inventory of $8 million over the book value
of these assets. Finite-lived intangible assets of $54 million
were recognized and related primarily to customer relationships,
intellectual property and trade names. These intangibles are being
amortized on a straight-line basis over a weighted-average amortization
period of approximately 9 years. Deferred tax liabilities of
$57 million were also recognized as part of the business combination.
Goodwill of $206 million, non-deductible for income tax purposes,
represents the excess of the redemption price over the 17 percent of Cat
Japan’s net tangible and finite-lived intangible assets that were reported
at their fair values.
Because Cat Japan is accounted for
on a lag, we consolidated Cat Japan’s August 1, 2008 financial position on
September 30, 2008. We began consolidating Cat Japan’s results
of operations in the fourth quarter of 2008. Including the amounts
assigned as part of the business combination, the initial consolidation of
Cat Japan’s financial position resulted in a net increase in assets of
$2,396 million (primarily property, plant and equipment of $1,279 million,
inventory of $640 million, receivables of $612 million, and goodwill and
intangibles of $260 million partially offset by a $528 million reduction
in investment in unconsolidated affiliates) and a net increase in
liabilities of $2,045 million (including $1,388 million in
debt). Cat Japan’s functional currency is the Japanese
Yen.
Additionally, the remaining 33
percent of Cat Japan owned by MHI has been reported as redeemable
noncontrolling interest and classified as mezzanine equity (temporary
equity) in the Consolidated Statement of Financial Position. On September
30, 2008, the redeemable noncontrolling interest was reported at its
estimated future redemption value of $464 million with the difference
between the $351 million book value of the 33 percent interest and the
redemption value reported as a $113 million reduction of Profit employed
in the business.
In subsequent reporting periods,
the redeemable noncontrolling interest will continue to be reported at its
estimated redemption value. Any adjustment to the redemption
value will impact Profit employed in the business, but will not impact
Profit. If the fair value of the redeemable noncontrolling
interest falls below the redemption value, profit available to common
stockholders would be reduced by the difference between the redemption
value and the fair value. This would result in lower profit in
the profit per common share computation in that
period. Reductions impacting the profit per common share
computation may be partially or fully reversed in subsequent periods if
the fair value of the redeemable noncontrolling interest increases
relative to the redemption value. Such increases in profit per
common share would be limited to cumulative prior
reductions. As of December 31, 2008, there has been no change
to the estimated future redemption value, and the fair value of the
redeemable noncontrolling interest has remained greater than the
redemption value.
With the
consolidation of Cat Japan’s results of operations, 33 percent of Cat
Japan’s comprehensive income or loss is attributed to the redeemable
noncontrolling interest, impacting its carrying value. Because
the redeemable noncontrolling interest must be reported at its estimated
future redemption value, the impact from attributing the comprehensive
income or loss is offset by adjusting the carrying value to the redemption
value. This adjustment impacts Profit employed in the business,
but not Profit. In 2008, we adjusted the carrying value by $2
million resulting in a corresponding reduction to Profit employed in the
business. As Cat Japan’s functional currency is the Japanese
Yen, changes in exchange rates affect the reported amount of the
redeemable noncontrolling interest. At December 31, 2008, the
redeemable noncontrolling interest was $524 million.
Cat Japan was included in the “All
Other” category in Note 24. Assuming this transaction had been
made at the beginning of any period presented, the consolidated pro forma
results would not be materially different from reported
results.
|
Forestry
Division of Blount International, Inc.
In November
2007, we acquired substantially all of the assets and assumed certain
liabilities of Blount International’s Forestry Division. The cost of the
acquisition was $82 million, consisting of $79 million in cash and a net
employee benefit liability incurred of $3 million. Blount’s
Forestry Division manufactures, markets and supports timber harvesting and
processing equipment, loaders and attachments. The acquisition supports
our corporate objective to be the forestry market leader and enables us to
offer the broadest product line in the industry with a full range of
products and services for logging, millyard, road-building and land
management.
|
This
transaction was financed with available cash and commercial paper
borrowings. Net tangible assets acquired and liabilities
assumed of $36 million were recorded at their fair
values. Finite-lived intangible assets acquired of $24 million
related to customer relationships, intellectual property and trade names
are being amortized on a straight-line basis over a weighted-average
amortization period of approximately 9 years. Goodwill of $22
million, deductible for income tax purposes, represents the excess of cost
over the fair value of net tangible and finite-lived intangible assets
acquired. The results of the acquired business for the period from the
acquisition date are included in the accompanying consolidated financial
statements and reported in the “All Other” category in Note
24. Assuming this transaction had been made at the beginning of
any period presented, the consolidated pro forma results would not be
materially different from reported
results.
|
Franklin
Power Products
In February
2007, we acquired certain assets and assumed certain liabilities of
Franklin Power Products, Inc. (FPP) and International Fuel Systems, Inc.
(IFS), subsidiaries of Remy International. In June 2007, pursuant to the
acquisition agreement, additional assets were purchased from Remy
International for $7 million which increased the total purchase price to
approximately $165 million, consisting of $160 million paid at the
closings and an additional $5 million post closing adjustment paid in July
2007. FPP is a remanufacturer of on-highway light and
medium duty truck diesel engines and engine components. IFS provides
remanufactured diesel components such as high-pressure fuel pumps, fuel
injectors and turbochargers. This acquisition represents a strategic
expansion of our engine and engine component remanufacturing
operations.
This
transaction was financed with available cash and commercial paper
borrowings. Net tangible assets acquired and liabilities
assumed of $39 million were recorded at their fair
values. Finite-lived intangible assets acquired of $89 million
related to customer relationships are primarily being amortized on a
straight-line basis over 20 years. Goodwill of $37 million,
deductible for income tax purposes, represents the excess of cost over the
fair value of net tangible and finite-lived intangible assets
acquired. The results of the acquired business for the period
from the acquisition date are included in the accompanying consolidated
financial statements and reported in the “All Other” category in Note
24. Assuming this transaction had been made at the beginning of
any period presented, the consolidated pro forma results would not be
materially different from reported
results.
|
Large
Components Business of Royal Oak Industries, Inc.
In August
2006, we acquired the large components business of Royal Oak Industries,
Inc. (Royal Oak), a supplier to our engines business, for $97 million,
consisting of $92 million at closing and $5 million plus accrued interest
paid in December 2008.
The
business acquired
provides machining of engine cylinder blocks, heads, manifolds and bearing
caps. This acquisition expands our machining operations in our engine
manufacturing business.
The
transaction was financed with available cash and commercial paper
borrowings. Net tangible assets acquired of $58 million, consisting of
property, plant and equipment, accounts receivable and inventory, were
recorded at their fair values. No intangible assets were
acquired. Goodwill of $39 million,
deductible for income tax
purposes,
represents the excess of cost over the fair value of the
acquired net tangible assets. The results of the acquired
business for the period from the acquisition date are included in the
accompanying consolidated financial statements and reported in the “Large
Power Systems” segment in Note 24. Assuming this transaction
had been made at the beginning of any period presented, the consolidated
pro forma results would not be materially different from reported
results.
|
Progress
Rail Services, Inc.
In June 2006, Caterpillar acquired
100 percent of the equity in privately held Progress Rail Services, Inc.
(Progress Rail) for approximately $1 billion, including the assumption of
$200 million in debt. Based in Albertville, Alabama, Progress Rail is a
leading provider of remanufactured locomotive, railcar and track products
and services to the North American railroad industry. The company also has
one of the most extensive rail service and supply networks in North
America. When acquired, Progress Rail operated more than 90 facilities in
29 states in the United States, Canada and Mexico, with about 3,700
employees. Expansion into the railroad aftermarket business is a strong
fit with our strategic direction and will leverage Caterpillar's
remanufacturing capabilities.
The transaction was financed with
available cash and commercial paper borrowings of $427 million and
Caterpillar stock of $379 million (5.3 million shares). Net tangible
assets acquired, recorded at their fair values, primarily were inventories
of $257 million, receivables of $169 million and property, plant and
equipment of $260 million. Liabilities acquired, recorded at their fair
values, primarily consisted of assumed debt of $200 million, accounts
payable of $148 million and net deferred tax liabilities of $115 million.
Finite-lived intangible assets acquired of $223 million related primarily
to customer relationships are being amortized on a straight-line basis
over 20 years. Goodwill of $431 million, non-deductible for income tax
purposes, represents the excess of cost over the fair value of net
tangible and finite-lived intangible assets acquired. The results of the
acquired business for the period from the acquisition date are included in
the accompanying consolidated financial statements and reported in the
“All Other” category in Note 24. Assuming this transaction had been made
at the beginning of any period presented, the consolidated pro forma
results would not be materially different from reported
results.
|
26.
|
Employee
separation charges
|
During 2008,
we recognized employee separation charges of $30 million in Other
operating expenses in Statement 1 related to various voluntary and
involuntary separation programs. These programs, impacting
approximately 3,000 production and support and management employees
world-wide, are in response to a sharp decline in sales volume due to the
current global recession. Our accounting for separations is
dependent upon how the particular program is designed. For
voluntary programs, eligible separation costs are recognized at the time
of employee acceptance. For involuntary programs, eligible
costs are recognized when management has approved the program, the
affected employees have been properly identified and the costs are
estimable.
The separation
charges, which will be made up primarily of cash severance payments, were
not assigned to operating segments and are included in the reconciliation
of total accountable profit from business segments to total profit before
taxes. See Note 24 for further details. The
following table summarizes the separation charges by geographic
region:
|
(Millions of
dollars)
|
North
America
|
EAME
|
Latin
America
|
Total
|
|||||||||||||
2008 Separation
charges
|
$
|
4
|
$
|
17
|
$
|
9
|
$
|
30
|
|||||||||
2008 Separation
payments
|
—
|
(12
|
)
|
(7
|
)
|
(19
|
)
|
||||||||||
Liability balance at December 31,
2008
|
$
|
4
|
$
|
5
|
$
|
2
|
$
|
11
|
|||||||||
As of December
31, 2008, approximately 1,600 employees had separated, with the remaining
separations expected by the end of first quarter 2009. The
majority of the remaining costs will be paid by the end of the first
quarter 2009.
|
27.
|
Selected
quarterly financial results
(unaudited)
|
2008
Quarter
|
||||||||||||||||
(Dollars
in millions except per share data)
|
1
st
|
2
nd
|
3
rd
|
4
th
|
||||||||||||
Sales and
revenues
|
$
|
11,796
|
$
|
13,624
|
$
|
12,981
|
$
|
12,923
|
||||||||
Less:
Revenues
|
(817
|
)
|
(827
|
)
|
(833
|
)
|
(803
|
)
|
||||||||
Sales
|
10,979
|
12,797
|
12,148
|
12,120
|
||||||||||||
Cost of goods
sold
|
8,609
|
10,036
|
9,704
|
10,066
|
||||||||||||
Gross
margin
|
2,370
|
2,761
|
2,444
|
2,054
|
||||||||||||
Profit
|
$
|
922
|
$
|
1,106
|
$
|
868
|
$
|
661
|
||||||||
Profit per
common
share
|
$
|
1.49
|
$
|
1.80
|
$
|
1.43
|
$
|
1.10
|
||||||||
Profit per
common
share—diluted
|
$
|
1.45
|
$
|
1.74
|
$
|
1.39
|
$
|
1.08
|
||||||||
2007
Quarter
|
||||||||||||||||
1
st
|
2
nd
|
3
rd
|
4
th
|
|||||||||||||
Sales and
revenues
|
$
|
10,016
|
$
|
11,356
|
$
|
11,442
|
$
|
12,144
|
||||||||
Less:
Revenues
|
(695
|
)
|
(743
|
)
|
(774
|
)
|
(784
|
)
|
||||||||
Sales
|
9,321
|
10,613
|
10,668
|
11,360
|
||||||||||||
Cost of goods
sold
|
7,136
|
8,300
|
8,270
|
8,920
|
||||||||||||
Gross
margin
|
2,185
|
2,313
|
2,398
|
2,440
|
||||||||||||
Profit
|
$
|
816
|
$
|
823
|
$
|
927
|
$
|
975
|
||||||||
Profit per
common
share
|
$
|
1.27
|
$
|
1.28
|
$
|
1.45
|
$
|
1.55
|
||||||||
Profit per
common
share—diluted
|
$
|
1.23
|
$
|
1.24
|
$
|
1.40
|
$
|
1.50
|
||||||||
28.
|
Subsequent
events
|
Employee
Separation Programs
In response to
the expected sharp decline in 2009 sales volume, Caterpillar implemented
the following employee separation programs during 2009:
U.S.
Voluntary Separation Program
-
During December 2008,
we announced a voluntary separation program for certain support and
management employees based in the United States. Eligible
employees had until January 12, 2009 to sign-up for the plan, and
generally until January 31, 2009 to make a final
decision. Participating employees will receive severance pay
based on current salary level and years of service. As of
January 31, 2009, approximately 2,200 employees had accepted the program
and are generally expected to separate from Caterpillar by March 31,
2009. We are currently estimating the costs associated with
this program.
Other
U.S. Separation Programs
-
During 2009, we
initiated plans to reduce U.S. based production and support and management
positions through a variety of programs. For support and
management employees, these include involuntary separation
programs. For production employees, these include both
involuntary and voluntary separation programs. We are currently
estimating the costs associated with these programs.
Non-U.S.
Separation Programs
-
We have
initiated several other separation programs during 2009. These
programs, designed specific to the laws and regulations of the individual
countries, represent voluntary and involuntary plans for production and
support and management employees. We are currently estimating
the costs associated with these programs.
We will
continue to monitor the economic environment and, depending on business
conditions, more voluntary and involuntary workforce reductions may be
required as 2009 unfolds.
Cat
Financial Debt Issuance
On February
12, 2009, Cat Financial issued $350 million of 5.75% notes due in 2012,
$1.65 billion of 6.125% notes due in 2014 and $1.0 billion of 7.15% notes
due in 2019. The net proceeds from the issuance will be used to
reduce short-term debt and for general corporate
purposes.
|
(Dollars
in millions except per share data)
|
|||||||||||||||||||||
2008
|
2007
|
2006
|
2005
4
|
2004
4
|
|||||||||||||||||
Years
ended December 31,
|
|||||||||||||||||||||
Sales and
revenues
|
$
|
51,324
|
$
|
44,958
|
$
|
41,517
|
$
|
36,339
|
$
|
30,306
|
|||||||||||
Sales
|
$
|
48,044
|
$
|
41,962
|
$
|
38,869
|
$
|
34,006
|
$
|
28,336
|
|||||||||||
Percent inside
the United States
|
33
|
%
|
37
|
%
|
46
|
%
|
47
|
%
|
46
|
%
|
|||||||||||
Percent
outside the United States
|
67
|
%
|
63
|
%
|
54
|
%
|
53
|
%
|
54
|
%
|
|||||||||||
Revenues
|
$
|
3,280
|
$
|
2,996
|
$
|
2,648
|
$
|
2,333
|
$
|
1,970
|
|||||||||||
Profit
6,
7
|
$
|
3,557
|
$
|
3,541
|
$
|
3,537
|
$
|
2,854
|
$
|
2,035
|
|||||||||||
Profit per
common share
1, 6,
7
|
$
|
5.83
|
$
|
5.55
|
$
|
5.37
|
$
|
4.21
|
$
|
2.97
|
|||||||||||
Profit per
common share—diluted
2, 6,
7
|
$
|
5.66
|
$
|
5.37
|
$
|
5.17
|
$
|
4.04
|
$
|
2.88
|
|||||||||||
Dividends
declared per share of common stock
|
$
|
1.620
|
$
|
1.380
|
$
|
1.150
|
$
|
0.955
|
$
|
0.800
|
|||||||||||
Return on
average common stockholders' equity
3, 5,
7
|
47.5
|
%
|
45.0
|
%
|
46.3
|
%
|
35.9
|
%
|
30.0
|
%
|
|||||||||||
Capital
expenditures:
|
|||||||||||||||||||||
Property,
plant and equipment
|
$
|
2,445
|
$
|
1,700
|
$
|
1,593
|
$
|
1,201
|
$
|
926
|
|||||||||||
Equipment
leased to others
|
$
|
1,566
|
$
|
1,340
|
$
|
1,082
|
$
|
1,214
|
$
|
1,188
|
|||||||||||
Depreciation
and amortization
|
$
|
1,980
|
$
|
1,797
|
$
|
1,602
|
$
|
1,477
|
$
|
1,397
|
|||||||||||
Research and
development expenses
|
$
|
1,728
|
$
|
1,404
|
$
|
1,347
|
$
|
1,084
|
$
|
928
|
|||||||||||
As a percent
of sales and revenues
|
3.4
|
%
|
3.1
|
%
|
3.2
|
%
|
3.0
|
%
|
3.1
|
%
|
|||||||||||
Wages,
salaries and employee benefits
|
$
|
9,076
|
$
|
8,331
|
$
|
7,512
|
$
|
6,928
|
$
|
6,025
|
|||||||||||
Average number
of employees
|
106,518
|
97,444
|
90,160
|
81,673
|
73,033
|
||||||||||||||||
December
31,
|
|||||||||||||||||||||
Total assets
5,
7
|
$
|
67,782
|
$
|
56,132
|
$
|
51,449
|
$
|
47,553
|
$
|
43,501
|
|||||||||||
Long-term debt
due after one year:
|
|||||||||||||||||||||
Consolidated
|
$
|
22,834
|
$
|
17,829
|
$
|
17,680
|
$
|
15,677
|
$
|
15,837
|
|||||||||||
Machinery and
Engines
|
$
|
5,736
|
$
|
3,639
|
$
|
3,694
|
$
|
2,717
|
$
|
3,663
|
|||||||||||
Financial
Products
|
$
|
17,098
|
$
|
14,190
|
$
|
13,986
|
$
|
12,960
|
$
|
12,174
|
|||||||||||
Total
debt:
|
|||||||||||||||||||||
Consolidated
|
$
|
35,535
|
$
|
28,429
|
$
|
27,296
|
$
|
25,745
|
$
|
23,525
|
|||||||||||
Machinery and
Engines
|
$
|
7,824
|
$
|
4,006
|
$
|
4,277
|
$
|
3,928
|
$
|
3,762
|
|||||||||||
Financial
Products
|
$
|
27,711
|
$
|
24,423
|
$
|
23,019
|
$
|
21,817
|
$
|
19,763
|
1
|
Computed on
weighted-average number of shares outstanding.
|
2
|
Computed on
weighted-average number of shares outstanding diluted by assumed exercise
of stock-based compensation awards, using the treasury stock
method.
|
3
|
Represents
profit divided by average stockholders' equity (beginning of year
stockholders' equity plus end of year stockholders' equity divided by
two).
|
4
|
The per share
data reflects the 2005 2-for-1 stock split.
|
5
|
As discussed
in Note 1K, effective December 31, 2006 we changed the manner in which we
accounted for postemployment benefits upon the adoption of SFAS
158.
|
6
|
As discussed
in Note 1M, in 2006 we changed the manner in which we accounted for
stock-based compensation upon the adoption of SFAS
123R.
|
7
|
As discussed
in Note 1K, in 2007 we changed the manner in which we accounted for
uncertain tax positions upon the adoption of FIN
48.
|
|
||
The chart
above graphically illustrates reasons for the change in Consolidated Sales
and Revenues between 2007 (at left) and 2008 (at right). Items
favorably impacting sales and revenues appear as upward stair steps with
the corresponding dollar amounts above each bar, while items negatively
impacting sales and revenues appear as downward stair steps with dollar
amounts reflected in parentheses above each bar. The bar
entitled Machinery Volume includes the impact of consolidation of Cat
Japan sales. Caterpillar management utilizes these charts internally to
visually communicate with the company’s Board of Directors and
employees.
|
Sales
and Revenues by Geographic Region
|
|||||||||||||||||||||||||||||||||||
(
Millions of
dollars)
|
Total
|
%
Change
|
North
America
|
%
Change
|
EAME
|
%
Change
|
Asia/
Pacific
|
%
Change
|
Latin
America
|
%
Change
|
|||||||||||||||||||||||||
2008
|
|||||||||||||||||||||||||||||||||||
Machinery
|
$
|
31,804
|
12
|
%
|
$
|
12,769
|
1
|
%
|
$
|
9,220
|
7
|
%
|
$
|
5,709
|
42
|
%
|
$
|
4,106
|
30
|
%
|
|||||||||||||||
Engines
1
|
16,240
|
19
|
%
|
5,445
|
7
|
%
|
6,311
|
20
|
%
|
2,910
|
36
|
%
|
1,574
|
39
|
%
|
||||||||||||||||||||
Financial
Products
2
|
3,280
|
9
|
%
|
2,001
|
—
|
|
590
|
23
|
%
|
361
|
50
|
%
|
328
|
21
|
%
|
||||||||||||||||||||
$
|
51,324
|
14
|
%
|
$
|
20,215
|
3
|
%
|
$
|
16,121
|
13
|
%
|
$
|
8,980
|
40
|
%
|
$
|
6,008
|
32
|
%
|
||||||||||||||||
2007
|
|||||||||||||||||||||||||||||||||||
Machinery
|
$
|
28,359
|
$
|
12,596
|
$
|
8,588
|
$
|
4,026
|
$
|
3,149
|
|||||||||||||||||||||||||
Engines
1
|
13,603
|
5,092
|
5,245
|
2,136
|
1,130
|
||||||||||||||||||||||||||||||
Financial
Products
2
|
2,996
|
2,007
|
479
|
240
|
270
|
||||||||||||||||||||||||||||||
$
|
44,958
|
$
|
19,695
|
$
|
14,312
|
$
|
6,402
|
$
|
4,549
|
||||||||||||||||||||||||||
1
|
Does not
include internal engine transfers of $2.822 billion and $2.549 billion in
2008 and 2007, respectively. Internal engine transfers are valued at
prices comparable to those for unrelated parties.
|
||||||||||||||||||||||||||||||||||
2
|
Does not
include revenues earned from Machinery and Engines of $308 million and
$400 million in 2008 and 2007,
respectively.
|
|
§
|
Excluding the
consolidation of Cat Japan, sales volume increased $2.138 billion, with
the gain occurring in the developing economies of Africa/Middle East,
Commonwealth of Independent States (CIS), Asia/Pacific and
Latin
America
.
|
|
§
|
Price
realization increased $541 million.
|
|
§
|
Currency
benefited sales by $505 million.
|
|
§
|
Geographic mix
between regions (included in price realization) was $2 million
favorable.
|
|
§
|
The
consolidation of Cat Japan added $261 million to 2008
sales.
|
|
§
|
Dealers in all
regions reported higher inventories than year-end 2007 in both dollars and
months of supply.
|
|
§
|
The U.S.
economy was in recession throughout 2008, which contributed to weaknesses
in both construction and quarrying. Coal mining and oil sands
development were about the only positives for North
America.
|
|
§
|
The euro-zone
entered recession in the second quarter and the United Kingdom in the
third quarter. As a result of these recessions, housing
construction declined sharply, nonresidential construction weakened and
sales volume declined.
|
|
§
|
Sales improved
in the developing regions of Africa/Middle East, CIS, Asia/Pacific and
Latin America through the first three quarters of
2008. However, growth slowed sharply in the fourth quarter in
response to weakening economies.
|
|
§
|
Sales volume
decreased $143 million.
|
|
§
|
Price
realization increased $316 million.
|
|
§
|
Dealers added
slightly to reported inventories this year, a contrast to more than a
billion-dollar reduction in 2007. Dealers reported higher
inventories than a year earlier in both dollars and months of
supply.
|
|
§
|
Dealers
reported significantly lower deliveries to end users, a result of the
recession in the United States that persisted throughout the
year. That recession led to lower sales in most key industries
other than coal mining and the Canadian oil
sands.
|
|
§
|
U.S. housing
starts declined to 904 thousand units, the lowest since
1945. Negatives for housing included a severe tightening in
mortgage lending standards, sharp declines in home prices and more than an
11-month supply of unsold new homes. Canadian housing starts
declined 6 percent.
|
|
§
|
Spending for
U.S. nonresidential construction increased in response to the surge in new
orders over the past few years. However, new orders for
commercial construction declined 18 percent in 2008. Problems
for building construction included increased vacancy rates, declines in
property prices and tighter credit conditions for
businesses.
|
|
§
|
New orders for
highway construction declined almost 7 percent. Unfavorable
factors included limited growth in Federal highway funding, state and
local government budget difficulties and a sharp increase in material
input prices.
|
|
§
|
Nonmetals
mining and quarry production dropped almost 14 percent in response to
lower construction activity.
|
|
§
|
The Central
Appalachian coal price rose 90 percent, driven by a 43-percent increase in
U.S. coal exports. U.S. coal production increased 2.2 percent,
and Canadian production rose 1.2 percent. As a result, sales of
the large tractors used in coal mining
surged.
|
|
§
|
Investment in
Canadian oil sands increased 23 percent, benefiting from a 38-percent
increase in crude oil prices.
|
|
§
|
Sales volume
increased $196 million.
|
|
§
|
Price
realization increased $66 million.
|
|
§
|
Currency
benefited sales by $370 million.
|
|
§
|
Dealers
reported year-end 2008 inventories that were significantly higher than a
year earlier in both dollars and months of
supply.
|
|
§
|
Sales volume
dropped in both the euro-zone and the United Kingdom, due to recessions
and a slowing in construction.
|
|
§
|
Housing
permits in the euro-zone dropped 22 percent, and U.K. housing orders fell
35 percent. High interest rates and home price declines in
several European countries contributed to weakness in
housing.
|
|
§
|
Mining and
energy development, as well as increased construction, caused sales volume
to increase in Africa/Middle East. Oil prices increased 37
percent, and production rose more than 4 percent from a year earlier,
which led to an increase in
drilling.
|
|
§
|
Sales volume
increased significantly in the CIS region, despite economic problems that
developed in the fourth quarter. Positive factors included low
interest rates, increased government spending, increased energy prices and
higher production of most energy
commodities.
|
|
§
|
Sales volume
excluding the consolidation of Cat Japan increased $1,254
million.
|
|
§
|
Price
realization increased $91 million.
|
|
§
|
Currency
benefited sales by $77 million.
|
|
§
|
The
consolidation of Cat Japan added $261 million to 2008
sales.
|
|
§
|
Dealers
reported year-end 2008 inventories that were significantly higher than a
year earlier in both dollars and months of
supply.
|
|
§
|
The largest
gain in sales volume occurred in China, the result of higher sales of
locally produced wheel loaders and increased construction
activity.
|
|
§
|
Another large
gain in sales volume occurred in Indonesia, largely due to much higher
coal prices. Indonesia is the world’s largest exporter of
thermal coal, and coal supplies in Asia were very tight for most of the
year.
|
|
§
|
Sales volume
increased in Australia, primarily due to high metals and energy
prices. Capital expenditures for mineral development increased
37 percent, and expenditures for coal increased 46
percent. Rapid growth in the mining industry stretched
infrastructure capacity so investment in infrastructure increased 13
percent.
|
|
§
|
In India,
11-percent growth in construction and 4 percent higher mining output
contributed to an increase in sales
volume.
|
|
§
|
Sales volume
increased $833 million.
|
|
§
|
Price
realization increased $66 million.
|
|
§
|
Currency
benefited sales by $58 million.
|
|
§
|
Dealers
reported year-end 2008 inventories that were significantly higher than a
year earlier in both dollars and months of
supply.
|
|
§
|
Brazil had the
largest increase in sales volume. Economic growth continued to
benefit from interest rate reductions taken in 2007, resulting in a
10-percent increase in construction. Iron ore exports increased
62 percent, due to increased production and much higher
prices.
|
|
§
|
Sales volume
increased sharply in Mexico. Positives included much higher oil
prices, increased natural gas production and 3-percent growth in
construction.
|
|
§
|
Sales volume
growth in Colombia occurred in response to much higher coal
prices. In Chile, high copper prices led to an increase in
sales volume.
|
|
§
|
Sales volume
increased $1.678 billion.
|
|
§
|
Price
realization increased $811 million.
|
|
§
|
Currency
benefited sales $148 million.
|
|
§
|
Geographic mix
between regions (included in price realization) was $36 million
favorable.
|
|
§
|
Dealer-reported
inventories were up, and months of supply were up slightly, supporting
strong delivery rates.
|
|
§
|
Sales volume
increased $62 million.
|
|
§
|
Price
realization increased $291 million.
|
|
§
|
Sales for
on-highway truck applications increased 10 percent compared to a very weak
2007. Demand remained below historic norms due to the slowing
U.S. economy that resulted in a reduction in freight tonnage. Also, the
impact of the decision to exit the on-highway truck business was starting
to be felt as Original Equipment Manufacturer (OEM) customers reduced
their reliance on Caterpillar
products.
|
|
§
|
Sales for
petroleum engine applications increased 5 percent, driven by a slight
increase in natural gas and drilling
applications.
|
|
§
|
Sales for
marine applications increased 37 percent, with strong demand early in the
year for supply vessels that support offshore drilling. This
more than offset a decline in engine sales for pleasure
craft.
|
|
§
|
Sales for
industrial applications increased 11
percent.
|
|
§
|
Sales for
electric power applications decreased 2 percent due to economic
uncertainty and tightening credit
conditions.
|
|
§
|
Sales volume
increased $639 million.
|
|
§
|
Price
realization increased $293 million.
|
|
§
|
Currency
benefited sales by $134 million.
|
|
§
|
Sales for
petroleum applications increased 46 percent based on strong demand for
engines used in drilling and production. Turbines and
turbine-related services increased in support of gas transmission and oil
and gas production applications in Africa, Europe and the Middle
East.
|
|
§
|
Sales for
electric power applications increased 18 percent, with strong demand for
large- and mid-sized generator sets into Africa and the Middle
East. Mid-sized generator sets also benefited from successful
rental development.
|
|
§
|
Sales for
marine applications increased 30 percent in workboats and commercial
vessels.
|
|
§
|
Sales for
industrial applications increased 6 percent, with strong demand for small
engines used in the telecom sector. In addition, demand for
agricultural applications also improved as a result of high agricultural
commodity prices.
|
|
§
|
Sales volume
increased $603 million.
|
|
§
|
Price
realization increased $157 million.
|
|
§
|
Currency
benefited sales by $14 million.
|
|
§
|
Sales for
petroleum applications increased 54 percent to support record Chinese
drill rig activity and increased demand for Asian shipyards in support of
offshore drilling.
|
|
§
|
Sales for
marine applications increased 30 percent, with strong demand for workboats
and offshore shipbuilding. Large diesel demand grew in the
offshore and general cargo
industries.
|
|
§
|
Sales of
electric power engines increased 18 percent, with increased demand from
Bangladesh industrial customers, and continued success with Chinese coal
mine methane customers, for large gas generator sets. Diesel
demand resulted from data and telecommunication center demand in China,
and utility, mining and paper mill demand from
Indonesia.
|
|
§
|
Sales for
industrial applications increased 62 percent driven by sales in Australia
into mining and irrigation sectors and by sales in New
Zealand.
|
|
§
|
Sales volume
increased $410 million.
|
|
§
|
Price
realization increased $34 million.
|
|
§
|
Sales for
petroleum applications increased 61 percent driven by the heightened
demand for power to support drilling and production in Argentina,
Venezuela, Mexico and Peru. Turbines and turbine-related services
increased for oil and gas production and gas transmission applications in
South America.
|
|
§
|
Sales of
electric power engines increased 37 percent driven by high commodity
prices and infrastructure
investment.
|
|
§
|
Sales for
industrial applications increased 29 percent. This demand was
driven by good economic conditions and higher agricultural commodity
prices.
|
|
§
|
Sales for
on-highway truck applications decreased 7 percent as a result of a loss of
OEM business in this region.
|
|
§
|
Growth in
average
earning
assets
increased revenues $368 million, which was partially offset
by a decrease of $175 million due to lower interest rates on new and
existing finance receivables.
|
|
§
|
Revenues from
earned premiums at Cat Insurance increased $84
million.
|
|
||
The chart above graphically illustrates reasons for the change in Consolidated Operating Profit between 2007 (at left) and 2008 (at right). Items favorably impacting operating profit appear as upward stair steps with the corresponding dollar amounts above each bar, while items negatively impacting operating profit appear as downward stair steps with dollar amounts reflected in parentheses above each bar. Caterpillar management utilizes these charts internally to visually communicate with the company’s Board of Directors and employees. The bar entitled Other includes the operating profit impact of consolidating adjustments , consolidation of Cat Japan and Machinery and Engines other operating expenses . |
|
§
|
Machinery
operating profit of
$1.803 billion was down $955 million, or 35 percent, from
2007. Improved price realization and higher sales volume were
more than offset by higher costs and the unfavorable impact of
currency.
|
|
§
|
Engines
operating profit of $2.319
billion was up $493 million, or 27 percent, from 2007. The
favorable impacts of improved price realization and higher sales volume
were partially offset by higher
costs.
|
|
§
|
Financial Products
operating profit of $579 million was down $111 million, or 16
percent, from 2007. The decrease was attributable to a $136
million increase in SG&A expenses due primarily to a $95 million
increase in the provision for credit losses at Cat Financial, a $105
million impact from decreased net yield of average earning assets,
partially offset by a $130 million favorable impact from higher average
earning assets.
|
|
§
|
Other income/expense
was
income of $299 million compared with income of $320 million in
2007. The favorable currency impacts of $79 million were more
than offset by a $50 million unfavorable change in mark-to-market
adjustments on interest rate derivative contracts at Cat Financial and a
$37 million impairment of investments in Cat Insurance’s portfolio as a
result of poor market performance. In addition, a 2008 gain of
$60 million on the sale of our equity investment in ASV was partially
offset by the absence of a $46 million gain on the sale of a cost-basis
investment in 2007.
|
|
§
|
The
provision for income taxes
for
2008 reflects an annual tax rate of 31.5 percent, excluding the discrete
items discussed below, compared to a 30-percent rate in
2007. The increase in the tax rate excluding discrete items
over 2007 is attributable to changes in our geographic mix of profits from
a tax perspective.
The
provision for income taxes for 2008 also includes discrete benefits of
$456 million. Repatriation of non-U.S. earnings resulted in a
tax benefit of $409 million due to available foreign tax credits in excess
of the U.S. tax liability on the dividend. A benefit of $47
million was also recorded in 2008 due to a change in tax status of a
non-U.S. subsidiary allowing indefinite reinvestment of undistributed
profits and reversal of U.S. tax previously
recorded.
|
|
§
|
Equity in
profit/(loss) of unconsolidated affiliated companies
was income of $37 million compared
with income of $73 million in 2007. The decrease is primarily related to
lower profit at
Shin
Caterpillar Mitsubishi Ltd. (SCM)
through the first nine months and
the absence of profit after the consolidation of Cat
Japan.
On August 1, 2008, SCM redeemed
one-half of Mitsubishi Heavy Industries Ltd.’s (MHI’s) shares in SCM for
$464 million. Caterpillar now owns 67 percent of the renamed
entity, Caterpillar Japan Ltd. We consolidated Cat Japan’s
balance sheet on September 30, 2008. We began consolidating Cat
Japan’s results of operations in the fourth
quarter.
|
|
||
The chart
above graphically illustrates reasons for the change in Consolidated Sales
and Revenues between fourth quarter 2007 (at left) and fourth quarter 2008
(at right). Items favorably impacting sales and revenues appear
as upward stair steps with the corresponding dollar amounts above each
bar, while items negatively impacting sales and revenues appear as
downward stair steps with dollar amounts reflected in parentheses above
each bar. The bar entitled Machinery Volume includes the impact
of consolidation of Cat Japan sales. Caterpillar management
utilizes these charts internally to visually communicate with the
company’s Board of Directors and employees.
|
Sales
and Revenues by Geographic Region
|
||||||||||||||||||||||||||||||||||||||||
(Millions
of dollars)
|
Total
|
%
Change
|
North
America
|
%
Change
|
EAME
|
%
Change
|
Asia/
Pacific
|
%
Change
|
Latin
America
|
%
Change
|
||||||||||||||||||||||||||||||
Fourth
Quarter 2008
|
||||||||||||||||||||||||||||||||||||||||
Machinery
|
$
|
7,675
|
3
|
%
|
$
|
2,833
|
(9
|
)%
|
$
|
2,013
|
(13
|
)%
|
$
|
1,652
|
38
|
%
|
$
|
1,177
|
41
|
%
|
||||||||||||||||||||
Engines
1
|
4,445
|
14
|
%
|
1,379
|
8
|
%
|
1,670
|
3
|
%
|
849
|
30
|
%
|
547
|
55
|
%
|
|||||||||||||||||||||||||
Financial Products
2
|
803
|
2
|
%
|
490
|
(1
|
)%
|
144
|
(4
|
)%
|
89
|
44
|
%
|
80
|
3
|
%
|
|||||||||||||||||||||||||
$
|
12,923
|
6
|
%
|
$
|
4,702
|
(4
|
)%
|
$
|
3,827
|
(6
|
)%
|
$
|
2,590
|
36
|
%
|
$
|
1,804
|
43
|
%
|
|||||||||||||||||||||
Fourth
Quarter 2007
|
||||||||||||||||||||||||||||||||||||||||
Machinery
|
$
|
7,460
|
$
|
3,112
|
$
|
2,322
|
$
|
1,194
|
$
|
832
|
||||||||||||||||||||||||||||||
Engines
1
|
3,900
|
1,275
|
1,617
|
654
|
354
|
|||||||||||||||||||||||||||||||||||
Financial Products
2
|
784
|
494
|
150
|
62
|
78
|
|||||||||||||||||||||||||||||||||||
$
|
12,144
|
$
|
4,881
|
$
|
4,089
|
$
|
1,910
|
$
|
1,264
|
|||||||||||||||||||||||||||||||
1
|
Does not
include internal engine transfers of $646 million and
$652 million in fourth quarter 2008 and 2007, respectively. Internal
engine transfers are valued at prices comparable to those for unrelated
parties.
|
|||||||||||||||||||||||||||||||||||||||
2
|
Does not
include revenues earned from Machinery and Engines of $66 million and
$104 million in fourth quarter 2008 and 2007,
respectively.
|
|
§
|
Sales volume
increased $36 million, with the gain occurring in the developing economies
of Africa/Middle East, CIS, Asia/Pacific and Latin
America.
|
|
§
|
Price
realization increased $85 million.
|
|
§
|
Currency
decreased sales by $167 million.
|
|
§
|
Geographic mix
between regions (included in price realization) was $14 million
favorable.
|
|
§
|
The
consolidation of Cat Japan sales added $261 million to 2008
sales.
|
|
§
|
Dealers in all
regions reported higher inventories than year-end 2007 in both dollars and
months of supply.
|
|
§
|
The financial
crisis intensified after the collapse of Lehman Brothers in mid
September. Recessions in the developed countries worsened, and
growth in the developing economies slowed abruptly. As a
result, dealers reported lower deliveries to end users than a year
earlier.
|
|
§
|
The U.S.
economy probably declined at the fastest rate in more than 25
years. Construction, nonmetals mining and quarrying weakened
further. Coal mining and oil sands development were about the
only positives for North America.
|
|
§
|
The European
economy declined, putting additional downward pressure on
construction.
|
|
§
|
Sales volume
increased in the developing regions of Africa/Middle East, CIS,
Asia/Pacific and Latin America, although at a slower rate than earlier in
the year. Higher interest rates, the credit crisis, lower
commodity prices and reduced exports to developed countries were the major
factors causing this slowing.
|
|
§
|
Sales volume
decreased $354 million.
|
|
§
|
Price
realization increased $75 million.
|
|
§
|
Sales volume
declined in line with lower reported dealer deliveries to end
users. Dealers added slightly to inventories, leaving them
higher than a year earlier in both dollars and months of
supply.
|
|
§
|
The U.S.
economy was in recession and the bankruptcy of Lehman Brothers caused a
severe tightening in financial markets. As a result, economic
output dropped sharply, and key industries reduced machine
purchases.
|
|
§
|
U.S. housing
starts fell below a 700 thousand unit annual rate, the lowest this cycle,
and permits for new construction were even lower. Housing
starts were depressed by relatively high mortgage interest rates, a
further tightening in credit, a 10-percent decline in new home prices and
more than an 11-month supply of unsold new
homes.
|
|
§
|
Orders for
U.S. nonresidential construction fell 28 percent below a year
earlier. Negatives included limited growth in Federal highway
funding, higher material input costs, and declines in commercial property
prices. Banks further tightened credit standards on commercial
real estate loans in response to rising delinquencies and financial
stresses.
|
|
§
|
Sharp declines
in construction caused a 13-percent drop in nonmetals mining and quarry
production.
|
|
§
|
Metals mining
production increased sharply, but much lower metals prices prompted mines
to reduce machine purchases.
|
|
§
|
Coal
production increased almost 3 percent, benefiting from increased exports
and much higher coal prices. Sales of machines used in coal
mining increased.
|
|
§
|
Crude oil
prices declined, but to levels that were still attractive for
investment.
|
|
§
|
Sales volume
decreased $199 million.
|
|
§
|
Price
realization decreased $19 million.
|
|
§
|
Currency
impact decreased sales by $91
million.
|
|
§
|
Dealers in all
regions reported higher inventories than year-end 2007 in both dollars and
months of supply.
|
|
§
|
Preliminary
data suggest recessions in both the euro-zone and the United Kingdom
worsened in fourth quarter 2008, and dealers reported sizable declines in
deliveries.
|
|
§
|
Interest rates
remained relatively high, contributing to weakness in
construction. Housing permits in the euro-zone were probably
down more than 20 percent, and U.K. housing orders plunged more than 50
percent. Heavy construction in the euro-zone declined 6
percent.
|
|
§
|
Sales volume
increased slightly in Africa/Middle East, ending more than 5 years of
strong year-on-year growth.
|
|
§
|
In the CIS,
sales volume increased, although at a slower rate than earlier in the
year. Russia’s economy slowed due to higher interest rates, a
credit crisis and lower oil
revenues.
|
|
§
|
In both
Africa/Middle East and CIS, sales volume in December was lower than a year
earlier.
|
|
§
|
Sales volume
increased $235 million.
|
|
§
|
Price
realization increased $17 million.
|
|
§
|
Currency
impact decreased sales by $55
million.
|
|
§
|
The
consolidation of Cat Japan sales added $261 million to 2008
sales.
|
|
§
|
Dealers in all
regions reported higher inventories than year-end 2007 in both dollars and
months of supply.
|
|
§
|
Recessions in
developed economies caused export growth to slow or decline for most
countries. In addition, several countries had raised interest
rates, which helped slow economic
growth.
|
|
§
|
China’s
economy slowed, which sharply curtailed growth in sales
volume.
|
|
§
|
Higher coal
prices contributed to sizable sales volume growth in
Indonesia.
|
|
§
|
Mine output
expanded in Australia as mining employment increased 30
percent. Higher production, along with commodity prices that
were still attractive for investment, led to increased sales
volume.
|
|
§
|
India had
tightened economic policies to cope with inflation and the economy slowed
in the fourth quarter. Sales volume increased slightly, ending
several years of rapid growth.
|
|
§
|
Sales volume
increased $368 million.
|
|
§
|
Price
realization decreased $2 million.
|
|
§
|
Currency
impact decreased sales by $21
million.
|
|
§
|
Dealers
reported higher inventories than year-end 2007 in both dollars and months
of supply.
|
|
§
|
The largest
gain in sales volume occurred in Chile. Positives were efforts
to expand mine production and increased
construction.
|
|
§
|
Higher coal
prices boosted sales volume in
Colombia.
|
|
§
|
Although the
Mexican economy was sluggish, construction and the energy industries
expanded. Sales volume increased
sharply.
|
|
§
|
Interest rate
increases in Brazil caused the economy to slow sharply in the fourth
quarter, with industrial production declining. The world steel
industry reduced production in the last half of 2008, causing Brazil’s
iron ore production to drop 5 percent. As a result, growth in
sales volume slowed significantly from rates experienced during the first
three quarters.
|
|
§
|
Sales volume
increased $458 million.
|
|
§
|
Price
realization increased $223 million.
|
|
§
|
Currency
impact decreased sales $136
million.
|
|
§
|
Geographic mix
between regions (included in price realization) was $2 million
favorable.
|
|
§
|
Dealer-reported
inventories were up, and months of supply were up slightly, supporting
strong delivery rates.
|
|
§
|
Sales volume
increased $22 million.
|
|
§
|
Price
realization increased $82 million.
|
|
§
|
Sales for
petroleum engine applications increased 14 percent due to strong demand
for gas compression, drilling and well service
applications. Turbine sales for gas transmission projects were
down due to timing of customer project schedules. This was
partially offset by an increase in turbine-related
services.
|
|
§
|
Sales for
electric power applications increased 8 percent, driven by increases in
turbine sales to support power plant
projects.
|
|
§
|
Sales for
on-highway truck applications increased 3 percent, when compared with a
very weak fourth quarter 2007 in the North American on-highway heavy-duty
truck market. Demand remained below historic norms due to the
slow U.S. economy that resulted in a reduction in freight
tonnage. Also, the impact of the decision to exit the
on-highway truck business was starting to be felt as OEM customers reduced
their reliance on Caterpillar
products.
|
|
§
|
Sales for
industrial applications decreased 3 percent due to substantially lower
demand in construction, material handling and auxiliary power
units.
|
|
§
|
Sales volume
increased $85 million.
|
|
§
|
Price
realization increased $72 million.
|
|
§
|
Currency
impact decreased sales by $104
million.
|
|
§
|
Sales for
industrial applications decreased 16 percent, as demand in the
construction segments slowed with reduced spending on infrastructure
development. This was partially offset by increases in
agricultural applications.
|
|
§
|
Sales for
marine applications increased 27 percent in workboats and commercial
vessels to support projects that were driven by high commodity
prices.
|
|
§
|
Sales for
petroleum applications increased 16 percent based on strong demand for
engines used in drilling and production. Turbine sales
increased for gas transmission and oil and gas production
applications.
|
|
§
|
Sales for
electric power applications increased 6 percent, with strong demand in
Africa/Middle East offsetting weaker demand in Europe and the CIS and a
decrease in turbine sales, which were the result of timing of large power
plant projects.
|
|
§
|
Sales volume
increased $170 million.
|
|
§
|
Price
realization increased $57 million.
|
|
§
|
Currency
impact decreased sales by $32
million.
|
|
§
|
Sales for
petroleum applications increased 79 percent to support Chinese drill rig
activity and increased demand for Asian shipyards in support of offshore
drilling. Turbine sales increased for gas transmission and oil and gas
production applications.
|
|
§
|
Sales for
marine applications increased 34 percent, with continued strong demand for
workboat, offshore and general cargo
vessels.
|
|
§
|
Sales for
industrial applications increased 39 percent, as a result of higher sales
into mining and irrigation sectors in Australia and increased sales in New
Zealand.
|
|
§
|
Sales of
electric power engines decreased 2
percent.
|
|
§
|
Sales volume
increased $183 million.
|
|
§
|
Price
realization increased $10 million.
|
|
§
|
Sales for
petroleum applications increased 60 percent as turbines and
turbine-related services increased for gas transmission and oil and gas
production applications.
|
|
§
|
Sales of
electric power engines increased 82 percent to support infrastructure
investment.
|
|
§
|
Sales for
on-highway truck applications decreased 42 percent as a result of OEM
customers working down inventory and a loss of OEM
business.
|
|
§
|
Growth in
average earning assets increased revenues $56 million, which was partially
offset by a decrease of $46 million due to lower interest rates on new and
existing finance receivables.
|
|
§
|
Revenues from
earned premiums at Cat Insurance increased $24
million.
|
|
||
The chart above graphically
illustrates reasons for the change in Consolidated Operating Profit
between fourth quarter 2007 (at left) and fourth quarter 2008 (at
right). Items favorably impacting operating profit appear as
upward stair steps with the corresponding dollar amounts above each bar,
while items negatively impacting operating profit appear as downward stair
steps with dollar amounts reflected in parentheses above each
bar. Caterpillar management utilizes these charts internally to
visually communicate with the company’s Board of Directors and
employees. The bar entitled Other includes the operating profit
impact of consolidating adjustments, consolidation of Cat Japan and
Machinery and Engines other operating expenses.
|
|
§
|
Machinery
operating loss was $6
million compared to an operating profit of $619 million in the fourth
quarter of 2007. Substantially all of the change was the result
of higher manufacturing
costs.
|
|
§
|
Engines
operating profit of $438 million
was down $133 million, or 23 percent, from fourth quarter
2007. Higher costs were partially offset by improved price
realization and higher sales
volume.
|
|
§
|
Financial Products
operating profit of $74 million was down $87 million, or 54
percent, from fourth quarter 2007. The decrease was primarily
attributable to a $57 million impact from decreased net yield on average
earning assets and a $42 million increase in the provision for credit
losses at Cat Financial, partially offset by a $22 million favorable
impact from higher average earning
assets.
|
|
§
|
Other income/expense
was
expense of $26 million compared with income of $88 million in fourth
quarter 2007. The decrease was primarily due to a $47 million
unfavorable change in mark-to-market adjustments on interest rate
derivative contracts at Cat Financial and a $37 million impairment of
investments in Cat Insurance’s portfolio as a result of poor market
performance
|
|
§
|
The
provision for income taxes
in
the fourth quarter of 2008 reflects an annual tax rate of 31.5 percent,
excluding the discrete item discussed below, compared to a 30-percent rate
in 2007. The increase in the tax rate excluding discrete items
over 2007 is primarily attributable to a less favorable geographic mix of
profits from a tax perspective. Although we expected to lower
our annual tax rate by approximately one percentage point in the fourth
quarter due to the renewal of the U.S. research and development tax credit
in October 2008, this benefit was offset by less favorable fourth quarter
geographic mix of profits from a tax perspective resulting in no change in
the estimated tax rate from third quarter 2008.
The provision for income taxes in the fourth quarter of 2008 also
includes a discrete benefit of $409 million related to repatriation of
non-U.S. earnings with available foreign tax credits in excess of the U.S.
tax liability on the dividend. This compares to a favorable
adjustment of $55 million in the fourth quarter 2007 related to a decrease
in the estimated tax rate.
|
|
§
|
Equity in
profit/(loss) of unconsolidated affiliated companies
was income of $5 million compared
with income of $22 million in fourth quarter 2007. The decline
reflects the absence of profit at Shin Caterpillar Mitsubishi Ltd. (SCM)
due to the redemption, on August 1, 2008, of one-half of Mitsubishi Heavy
Industries Ltd.’s (MHI’s) shares in
SCM.
|
|
||
The chart above graphically
illustrates reasons for the change in Consolidated Sales and Revenues
between 2006 (at left) and 2007 (at right). Items favorably
impacting sales and revenues appear as upward stair steps with the
corresponding dollar amounts above each bar, while items negatively
impacting sales and revenues appear as downward stair steps with dollar
amounts reflected in parentheses above each bar. The bar
entitled Machinery Volume includes the change in Progress Rail
sales. Caterpillar management utilizes these charts internally
to visually communicate with the company’s Board of Directors and
employees.
|
Sales
and Revenues by Geographic Region
|
|||||||||||||||||||||||||||||||||||
(
Millions of
dollars)
|
Total
|
%
Change
|
North
America
|
%
Change
|
EAME
|
%
Change
|
Latin
America
|
%
Change
|
Asia/
Pacific
|
%
Change
|
|||||||||||||||||||||||||
2007
|
|||||||||||||||||||||||||||||||||||
Machinery
|
$
|
28,359
|
9
|
%
|
$
|
12,596
|
(11
|
)%
|
$
|
8,588
|
38
|
%
|
$
|
3,149
|
24
|
%
|
$
|
4,026
|
31
|
%
|
|||||||||||||||
Engines
1
|
13,603
|
6
|
%
|
5,092
|
(14
|
)%
|
5,245
|
29
|
%
|
1,130
|
3
|
%
|
2,136
|
26
|
%
|
||||||||||||||||||||
Financial
Products
2
|
2,996
|
13
|
%
|
2,007
|
8
|
%
|
479
|
27
|
%
|
270
|
38
|
%
|
240
|
7
|
%
|
||||||||||||||||||||
$
|
44,958
|
8
|
%
|
$
|
19,695
|
(11
|
)%
|
$
|
14,312
|
34
|
%
|
$
|
4,549
|
18
|
%
|
$
|
6,402
|
28
|
%
|
||||||||||||||||
2006
|
|||||||||||||||||||||||||||||||||||
Machinery
|
$
|
26,062
|
$
|
14,215
|
$
|
6,223
|
$
|
2,544
|
$
|
3,080
|
|||||||||||||||||||||||||
Engines
1
|
12,807
|
5,940
|
4,064
|
1,102
|
1,701
|
||||||||||||||||||||||||||||||
Financial
Products
2
|
2,648
|
1,852
|
377
|
195
|
224
|
||||||||||||||||||||||||||||||
$
|
41,517
|
$
|
22,007
|
$
|
10,664
|
$
|
3,841
|
$
|
5,005
|
||||||||||||||||||||||||||
1
|
Does not
include internal engine transfers of $2.549 billion and $2.310 billion in
2007 and 2006, respectively. Internal engine transfers are valued at
prices comparable to those for unrelated parties.
|
||||||||||||||||||||||||||||||||||
2
|
Does not
include revenues earned from Machinery and Engines of $400 million and
$466 million in 2007 and 2006,
respectively.
|
·
|
North America
sales
decreased $1,619 million, or 11 percent. Sales volume excluding
Progress Rail decreased $2,540 million. Price realization
increased $146 million. Progress Rail increased sales $775
million. Dealers reduced their reported inventories by
about $1.1 billion in 2007 compared to a $300 million increase
in 2006. Dealer inventories at the end of the year were well
below a year earlier in both dollars and months of supply. An
unfavorable economic environment caused output to decline in many key
industries in the United States, prompting users to curtail fleet
expansions. In addition, dealers added fewer units to their
rental fleets and let existing fleets age. Output prices for
some industries, such as housing and coal mining, softened. Reduced
profitability and tighter credit likely caused some users to delay
replacement purchases. The housing industry weakened throughout
the year, with starts down 26 percent in 2007. Tighter lending
standards, a large number of unsold homes and a sharp drop in home sales
caused builders to reduce construction. Nonresidential
construction spending increased 18 percent, however, contracts awarded for
new construction declined about 2 percent. Employment in
nonresidential construction also weakened in the last half of the
year. Factors that contributed to this weakening included
tighter standards for commercial and industrial loans, higher corporate
bond spreads and a decline in business cash flows. Spot coal
prices declined leading to a 3 percent decline in coal
production. Electric utilities reduced coal usage, and
stockpiles increased. More positively, coal exports rebounded
more than 15 percent as a result of U.S. prices falling well below
international prices. Metals mining, oil sands and pipeline
construction remained positive. Average metals prices increased
more than 40 percent, and mines in both Canada and the United States
increased production. Canada increased crude oil production 7
percent. Shipments of line pipe in the United States increased
14 percent.
|
·
|
EAME
sales increased
$2,365 million, or 38 percent. Sales volume increased $1,729
million. Price realization increased $202
million. Currency benefited sales by $434
million. Dealers reported significant increases in demand and
increased inventories to support that stronger demand—a positive for sales
volume. Dealer inventories in months of supply ended the year
slightly higher than a year earlier. Sales volume increased in
Europe in response to positive economic growth and large gains in both
nonresidential building and infrastructure construction. These
sectors benefited from increased business profits, a 13 percent increase
in business borrowing and higher government capital
expenditures. However, housing permits declined 8 percent due
to higher lending rates for home purchases and some moderation in home
prices. Africa/Middle East turned in another year of very
positive volume growth. Interest rates changed little over the
past year, and most stock markets boomed. Exports increased
significantly, allowing the region to increase its foreign exchange
holdings 22 percent. Higher oil prices encouraged increased
drilling in both Africa and the Middle East, and both Turkey and South
Africa experienced more than 10 percent growth in
construction. Sales volume in the Commonwealth of Independent
States (CIS) increased rapidly for the seventh consecutive year, with
large gains occurring in Russia, Ukraine and Kazakhstan. All
three governments increased spending more than 20 percent, and monetary
policies were extremely expansive. Regional oil production
increased more than 4 percent, and Russia increased construction 23
percent.
|
·
|
Latin America
sales
increased $605 million, or 24 percent. Sales volume increased
$466 million. Price realization increased $87
million. Currency benefited sales by $52
million. Dealers reported much higher demand and built
inventory to support that demand. Reported inventories
increased in dollars but declined in months of supply. Sales
volume increased significantly in Brazil, the result of a 200 basis point
reduction in interest rates and an improvement in economic
growth. Better economic growth contributed to an increase of
about 4 percent in construction spending, and higher metals prices led to
a 4 percent increase in mine production. Most other countries
raised interest rates slightly, and economic growth was near 5
percent. As a result, construction increased 9 percent in
Chile, 12 percent in both Colombia and Venezuela and 16 percent in
Peru. Mines increased exploration spending 38 percent in
response to higher metals prices and increased production. Higher oil
prices and declining production caused increased drilling, a positive for
sales volume.
|
·
|
Asia/Pacific
sales
increased $946 million, or 31 percent. Sales volume increased
$677 million. Price realization increased $157
million. Currency benefited sales by $112
million. Dealers reported higher demand for machines and
inventories declined. As a result, inventories in months of
supply were well below those at the end of 2006. Central banks kept
interest rates low, and many governments increased
spending. These developments produced more than 8 percent
economic growth, and stock markets boomed. Construction
increased more than 20 percent in China, 11 percent in India and 9 percent
in Australia. Australian thermal coal spot prices increased 30
percent due to continued strong demand and supply
problems. Increased coal production and prices contributed to a
substantial sales gain in Indonesia. China increased coal
production 12 percent. Higher metals prices and a 56 percent
increase in mine exploration spending benefited sales volume
growth. Mine production increased almost 11 percent in
Indonesia, 6 percent in India and 5 percent in
Australia.
|
·
|
North America
sales
decreased $848 million, or 14 percent. Sales volume decreased
$1.037 billion. Price realization increased $189
million. Sales for on-highway truck applications declined 59
percent with less than anticipated demand for the 2007 model-year
engines. This was due to the reduction in tonnage hauled and
freight rates realized by on-highway carriers. This has also
been impacted by the transition of several Original Equipment
Manufacturers (OEMs) to the 2007 emissions technology
engines. Sales for petroleum applications increased 39 percent
due to strong demand in gas compression and exploration, along with
success from gas pipeline and storage construction
projects. The increase in turbines and turbine-related services
reflects additional customer spending for natural gas pipelines and
compression equipment. Sales for electric power applications
increased 22 percent as demand for large generator sets increased to
support data center installations, which offset a slight decline in
smaller units.
|
·
|
EAME
sales increased
$1.181 billion, or 29 percent. Sales volume increased $756
million. Price realization increased $186
million. Currency benefited sales by $239
million. Sales for electric power applications increased 29
percent, with strong demand for gas units in Russia, expanded scope of
project business and growth in power modules. Turbines and
turbine-related services increased to support power
generation. Sales for petroleum applications increased 42
percent based on widespread demand for engines used in drilling and
production applications. Turbines and turbine-related services
increased to support rising oil production and gas transmission
demand. Sales for industrial applications increased 20 percent,
with widespread demand for agriculture and other types of OEM equipment
driven by good economic conditions. Sales for marine
applications increased 30 percent, with increased demand for workboats,
commercial oceangoing vessels and cruise
ships.
|
·
|
Latin America
sales
increased $28 million, or 3 percent. Sales volume decreased $5
million. Price realization increased $32
million. Currency benefited sales by $1
million. Sales for electric power engines increased 35 percent
from strong growth across Latin America, driven by high oil and gas prices
and investment in infrastructure as energy shortages continued in several
key markets. Sales into truck applications declined 44 percent
with reduced demand. Latin American truck facilities decreased
exports of trucks destined for the United
States.
|
·
|
Asia/Pacific
sales
increased $435 million, or 26 percent. Sales volume increased
$297 million. Price realization increased $86
million. Currency benefited sales by $52
million. Sales for petroleum applications increased 34 percent
as Chinese drill rig builders continue to manufacture at record levels for
domestic and export use. Turbines and turbine-related services
increased to support oil production and gas pipeline compression
demand. Sales for marine applications increased 47 percent,
with continued strong demand for workboat and offshore
shipbuilding. Large diesel demand grew in the offshore and
general cargo applications. Sales of electric power engines
increased 6 percent due to shipments of larger generator sets into
Asia.
|
|
||
The chart above graphically
illustrates reasons for the change in Consolidated
Operating Profit
between 2006 (at left) and 2007
(at right). Items favorably impacting operating profit appear
as upward stair steps with the corresponding dollar amounts above each
bar, while items negatively impacting operating profit appear as downward
stair steps with dollar amounts reflected in parentheses above each
bar. Caterpillar management utilizes these charts internally to
visually communicate with the company’s Board of Directors and
employees. The bar entitled
Consolidating Adjustments/M&E
Other Operating Expense
includes the operating profit
impact of Progress Rail.
|
(Millions of
dollars)
|
North
America
|
EAME
|
Latin
America
|
Total
|
|||||||||||
2008 Separation
charges
|
$
|
4
|
$
|
17
|
$
|
9
|
$
|
30
|
|||||||
2008 Separation
payments
|
—
|
(12
|
)
|
(7
|
)
|
(19
|
)
|
||||||||
Liability balance at December 31,
2008
|
$
|
4
|
$
|
5
|
$
|
2
|
$
|
11
|
|||||||
1.
|
Cat Production
System (CPS)
– The
Cat Production System is the common Order-to-Delivery process being
implemented enterprise-wide to achieve our safety, quality, velocity,
earnings and growth goals for 2010 and beyond.
|
2.
|
Consolidating
Adjustments
– Eliminations of transactions between Machinery and
Engines and Financial Products.
|
3.
|
Core Operating
Costs
– For the
purpose of 2007 vs. 2006 consolidated operating profit comparison, core
operating costs represent Machinery and Engines variable manufacturing
cost change (adjusted for volume) and changes in period manufacturing
costs, SG&A expenses and R&D expenses. Excludes the
impact of currency.
|
4.
|
Currency
– With respect to sales and
revenues, currency represents the translation impact on sales resulting
from changes in foreign currency exchange rates versus the U.S.
dollar. With respect to operating profit, currency represents
the net translation impact on sales and operating costs resulting from
changes in foreign currency exchange rates versus the U.S.
dollar. Currency includes the impacts on sales and operating
profit for the Machinery and Engines lines of business only; currency
impacts on Financial Products revenues and operating profit are included
in the Financial Products portions of the respective
analyses. With respect to other income/expense, currency
represents the effects of forward and option contracts entered into by the
company to reduce the risk of fluctuations in exchange
rates and
the net effect of changes in foreign currency exchange rates on our
foreign currency assets and liabilities for consolidated
results.
|
5.
|
Debt-to-Capital
Ratio
–
A key measure of financial
strength used by both management and our credit rating
agencies. The metric is a ratio of Machinery and Engines debt
(short-term borrowings plus long-term debt) and redeemable noncontrolling
interest to the sum of Machinery and Engines debt, redeemable
noncontrolling interest, and stockholders' equity.
|
6.
|
EAME
– Geographic region including
Europe, Africa, the Middle East and the Commonwealth of Independent States
(CIS).
|
7.
|
Earning
Assets
– Assets
consisting primarily of total finance receivables net of unearned income,
plus equipment on operating leases, less accumulated depreciation at Cat
Financial.
|
8.
|
Engines
–
A principal line of
business including the design, manufacture, marketing and sales of engines
for Caterpillar machinery; electric power generation systems; on-highway
vehicles and locomotives; marine, petroleum, construction, industrial,
agricultural and other applications and related parts. Also includes
remanufacturing of Caterpillar engines and a variety of Caterpillar
machinery and engine components and remanufacturing services for other
companies. Reciprocating engines meet power needs ranging from
10 to 21,700 horsepower (8
to more than 16 000 kilowatts)
. Turbines range from
1,600 to 30,000 horsepower (1 200 to 22 000 kilowatts).
|
|
9.
|
Financial
Products
– A
principal line of business consisting primarily of Caterpillar Financial
Services Corporation (Cat Financial), Caterpillar Insurance Holdings, Inc.
(Cat Insurance), Caterpillar Power Ventures Corporation (Cat Power
Ventures) and their respective subsidiaries. Cat Financial
provides a wide range of financing alternatives to customers and dealers
for Caterpillar machinery and engines, Solar gas turbines as well as other
equipment and marine vessels. Cat Financial also extends loans
to customers and dealers. Cat Insurance provides various forms
of insurance to customers and dealers to help support the purchase and
lease of our equipment. Cat Power Ventures is an investor in
independent power projects using Caterpillar power generation equipment
and services.
|
|
10.
|
Integrated
Service Businesses
–
A service business or a business containing an important service
component. These businesses include, but are not limited to,
aftermarket parts, Cat Financial, Cat Insurance, Progress Rail, Solar
Turbines Customer Services, Cat Logistics, OEM Solutions and Cat
Reman.
|
|
11.
|
Latin
America
– Geographic
region including Central and South American countries and
Mexico.
|
|
12.
|
Machinery
– A principal line of business
which includes the design, manufacture, marketing and sales of
construction, mining and forestry 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, skid steer loaders and related parts. Also includes logistics
services for other companies and the design, manufacture, remanufacture,
maintenance and services of rail-related products.
|
|
13.
|
Machinery and
Engines (M&E)
– Due to the highly integrated
nature of operations, it represents the aggregate total of the Machinery
and Engines lines of business and includes primarily our manufacturing,
marketing and parts distribution operations.
|
|
14.
|
Machinery and
Engines Other Operating Expenses
– Comprised primarily of gains
(losses) on disposal of long-lived assets, long-lived asset impairment
charges and employee severance charges.
|
|
15.
|
Manufacturing
Costs
– Manufacturing
costs have been defined differently in the consolidated operating profit
comparison for periods presented as follows:
|
|
§
|
For the purpose of 2008 vs. 2007
consolidated operating profit comparison, manufacturing costs represent
the volume-adjusted change for manufacturing
costs. Manufacturing costs are defined as material costs and
labor and overhead costs related to the production
process. Excludes the impact of currency.
|
|
§
|
For the purpose of 2007 vs. 2006
consolidated operating profit comparison, manufacturing costs exclude the
impacts of currency and represent the volume-adjusted change for variable
costs and the absolute dollar change for period manufacturing
costs. Variable manufacturing costs are defined as having a
direct relationship with the volume of production. This
includes material costs, direct labor and other costs that vary directly
with production volume such as freight, power to operate machines and
supplies that are consumed in the manufacturing process. Period
manufacturing costs support production but are defined as generally not
having a direct relationship to short-term changes in
volume. Examples include machinery and equipment repair,
depreciation on manufacturing assets, facility support, procurement,
factory scheduling, manufacturing planning and operations
management.
|
|
16.
|
Price
Realization
– The
impact of net price changes excluding currency and new product
introductions. Consolidated price realization includes the
impact of changes in the relative weighting of sales between geographic
regions.
|
|
17.
|
Sales
Volume
– With respect
to sales and revenues, sales volume represents the impact of changes in
the quantities sold for machinery and engines as well as the incremental
revenue impact of new product introductions. With respect to
operating profit, sales volume represents the impact of changes in the
quantities sold for machinery and engines combined with product mix—the
net operating profit impact of changes in the relative weighting of
machinery and engines sales with respect to total
sales.
|
|
18.
|
Shin
Caterpillar Mitsubishi Ltd. (SCM)
– Formerly a 50/50 joint venture
between Caterpillar and Mitsubishi Heavy Industries Ltd.
(MHI). On August 1, 2008, SCM redeemed one-half of MHI's
shares. Caterpillar now owns 67 percent of the renamed entity,
Caterpillar Japan
Ltd.
|
(Millions
of dollars)
|
Consolidated
|
Machinery
and
Engines
|
Financial
Products
|
|||||||||
Credit lines
available:
|
||||||||||||
Global credit
facilities
|
$
|
6,853
|
$
|
1,000
|
$
|
5,853
|
||||||
Other
external
|
4,475
|
1,453
|
3,022
|
|||||||||
Total credit
lines available
|
11,328
|
2,453
|
8,875
|
|||||||||
Less: Global
credit facilities supporting commercial paper
|
(6,681
|
)
|
(964
|
)
|
(5,717
|
)
|
||||||
Less: Utilized
credit
|
(1,977
|
)
|
(406
|
)
|
(1,571
|
)
|
||||||
Available
credit
|
$
|
2,670
|
$
|
1,083
|
$
|
1,587
|
||||||
Strong
financial position
-
A key measure of Machinery and Engines financial strength used by
both management and our credit rating agencies is Machinery and Engines’
debt-to-capital
ratio
. Debt-to-capital is defined as short-term
borrowings, long-term debt due within one year, redeemable noncontrolling
interest and long-term debt due after one year (debt) divided by the sum
of debt (including redeemable noncontrolling interest) and stockholders’
equity. Debt also includes borrowings from Financial
Products. The debt-to-capital ratio for Machinery and Engines
was 57.9 percent at December 31, 2008 compared to 31.2 percent at the end
of 2007, above our target range of 35 to 45 percent. A $3.4
billion after-tax charge to Accumulated other comprehensive income(loss)
to recognize the change in funded status of our pension and other
postretirement benefit plans during 2008 increased the debt-to-capital
ratio 11 percentage points. The consolidation of Cat Japan
increased the debt-to-capital ratio about 7 percentage
points. Additionally, our higher cash position increased
short-term debt and added 3 percentage points to the debt-to-capital
ratio. In addition to the debt-to-capital ratios, certain
rating agencies have increased their focus on the extent to which
Caterpillar and Cat Financial have cash and cash equivalents and unused
credit lines available to meet short-term debt
requirements. Caterpillar and Cat Financial have been taking
this focus into account when planning for 2009 liquidity
needs. This focus may result in higher cash balances and
corresponding increases in the net cost of funds for Caterpillar Inc. and
Cat Financial.
|
Capital
to support growth
-
Capital expenditures during 2008
were $2.42 billion, an increase of $738 million compared to
2007. The expenditures were primarily used to replace and
upgrade existing production assets, facilitate additional expansion of
manufacturing capacity and support new product programs. Cash
used for investments and acquisitions (net of cash acquired) was $148
million. We expect capital expenditures to be about $1.5
billion in 2009, a decline of about 38 percent from
2008.
Appropriately
funded employee benefit plans
-
The
funded status of our defined benefit pension plans declined significantly
in 2008 due to plan asset losses. As a result, we expect to
contribute approximately $1 billion to those plans in 2009 versus $422
million that was contributed in 2008.
Modestly
increasing dividends
-
Dividends paid totaled $953 million for 2008, representing 36 cents
per share paid in the first and second quarters and 42 cents per share
paid in the third and fourth quarters. 2008 marks the fifteenth
consecutive year our annual dividend per share has
increased. We anticipate modestly increasing dividends in
2009.
Common
stock repurchases
-
Pursuant to the February 2007 Board-authorized stock repurchase
program, which expires on December 31, 2011, 27.3 million shares were
repurchased at a cost of $1.88 billion during 2008. Through
December 2008, $3.8 billion of the $7.5 billion authorized has been
spent. Basic shares outstanding as of December 31, 2008 were
601.5 million. As a result of current economic conditions, we
have temporarily put our stock repurchase program on
hold.
|
Dividends
paid per common share
|
|||||||||||
Quarter
|
2008
|
2007
|
2006
|
||||||||
First
|
$
|
.360
|
$
|
.300
|
$
|
.250
|
|||||
Second
|
.360
|
.300
|
.250
|
||||||||
Third
|
.420
|
.360
|
.300
|
||||||||
Fourth
|
.420
|
.360
|
.300
|
||||||||
$
|
1.560
|
$
|
1.320
|
$
|
1.100
|
||||||
|
·
|
Historical
annualized sector returns over a two-year period are analyzed to estimate
the securities’ fair value over the next two years.
|
|
·
|
The volatility
factor for the security is applied to the sector historical returns to
further estimate the fair value of the security over the next two
years.
|
|
·
|
Volatility is
a measure of the amount by which the stock price is expected to fluctuate
each year during the expected life of the award and is based on historical
and current implied volatilities from traded options on Caterpillar stock.
The implied volatilities from traded options are impacted by changes in
market conditions. An increase in the volatility would result
in an increase in our expense.
|
|
·
|
The expected
term represents the period of time that awards granted are expected to be
outstanding and is an output of the lattice-based option-pricing model. In
determining the expected term of the award, future exercise and forfeiture
patterns are estimated from Caterpillar employee historical exercise
behavior. These patterns are also affected by the vesting
conditions of the award. Changes in the future exercise
behavior of employees or in the vesting period of the award could result
in a change in the expected term. An increase in the expected
term would result in an increase to our expense.
|
|
·
|
The
weighted-average dividend yield is based on Caterpillar's historical
dividend yields. As holders of stock-based awards do not
receive dividend payments, this could result in employees retaining the
award for a longer period of time if dividend yields decrease or
exercising the award sooner if dividend yields increase. A
decrease in the dividend yield would result in an increase in our
expense.
|
|
·
|
The risk-free
interest rate is based on the U.S. Treasury yield curve in effect at time
of grant. As the risk-free interest rate increases, the
expected term increases, resulting in an increase in our
expense.
|
|
·
|
The U.S.
expected long-term rate of return on plan assets is based on our estimate
of long-term passive returns for equities and fixed income securities
weighted by the allocation of our plan assets. Based on historical
performance, we increase the passive returns due to our active management
of the plan assets. A similar process is used to determine the rate for
our non-U.S. pension plans. This rate is impacted by changes in general
market conditions, but because it represents a long-term rate, it is not
significantly impacted by short-term market swings. Changes in our
allocation of plan assets would also impact this rate. For example, a
shift to more fixed income securities would lower the rate. A decrease in
the rate would increase our
expense.
|
|
·
|
The assumed
discount rate is used to discount future benefit obligations back to
today's dollars. For 2008, the U.S. discount rate is based on a
benefit cash flow-matching approach and represents the rate at which our
benefit obligations could effectively be settled as of our measurement
date, December 31. The benefit cash flow-matching approach
involves analyzing Caterpillar's projected cash flows against a high
quality bond yield curve, calculated using a wide population of corporate
Aa bonds available on the measurement date. The very highest
and lowest yielding bonds (top and bottom 10%) are excluded from the
analysis. Previously, we used the Moody's Aa bond yield as of
our measurement date, November 30, and validated the discount rate using
the benefit cash flow-matching approach. A similar change was
made to determine the assumed discount rate for our most significant
non-U.S. plans. This rate is sensitive to changes in interest rates. A
decrease in the discount rate would increase our obligation and future
expense.
|
|
·
|
The expected
rate of compensation increase is used to develop benefit obligations using
projected pay at retirement. It represents average long-term salary
increases. This rate is influenced by our long-term compensation policies.
An increase in the rate would increase our obligation and
expense.
|
|
·
|
The assumed
health care trend rate represents the rate at which health care costs are
assumed to increase and is based on historical and expected experience.
Changes in our projections of future health care costs due to general
economic conditions and those specific to health care (e.g., technology
driven cost changes) will impact this trend rate. An increase in the trend
rate would increase our obligation and
expense.
|
Full-Time
Employees at Year-End
|
|||||||||||||
2008
|
2007
|
2006
|
|||||||||||
Inside U.S.
|
53,509
|
50,545
|
48,709
|
||||||||||
Outside
U.S.
|
59,378
|
50,788
|
45,884
|
||||||||||
Total
|
112,887
|
101,333
|
94,593
|
||||||||||
By Region:
|
|||||||||||||
North
America
|
54,284
|
50,901
|
49,018
|
||||||||||
EAME
|
26,983
|
26,168
|
24,845
|
||||||||||
Latin
America
|
14,403
|
13,930
|
13,231
|
||||||||||
Asia/Pacific
|
17,217
|
10,334
|
7,499
|
||||||||||
Total
|
112,887
|
101,333
|
94,593
|
||||||||||
Postretirement
Benefit Plan Actuarial Assumptions Sensitivity
|
||||||||||||||||
Following are
the effects of a one percentage-point change in our primary pension and
other postretirement benefit actuarial assumptions (included in the
following table) on 2008 pension and other postretirement benefits costs
and obligations:
|
||||||||||||||||
2008
Benefit Cost
|
Year-end
Benefit Obligation
|
|||||||||||||||
(Millions
of dollars)
|
One
percentage-
point
increase
|
One
percentage-
point
decrease
|
One
percentage-
point
increase
|
One
percentage-
point
decrease
|
||||||||||||
Pension
benefits:
|
||||||||||||||||
Assumed
discount rate
|
$
|
(156
|
)
|
$
|
165
|
$
|
(1,652
|
)
|
$
|
1,873
|
||||||
Expected rate
of compensation increase
|
88
|
(83
|
)
|
437
|
(406
|
)
|
||||||||||
Expected
long-term rate of return on plan assets
|
(126
|
)
|
126
|
—
|
—
|
|||||||||||
Other
postretirement benefits:
|
||||||||||||||||
Assumed
discount rate
|
(31
|
)
|
30
|
(476
|
)
|
527
|
||||||||||
Expected rate
of compensation increase
|
—
|
—
|
1
|
(1
|
)
|
|||||||||||
Expected
long-term rate of return on plan assets
|
(15
|
)
|
15
|
—
|
—
|
|||||||||||
Assumed health
care cost trend rate
|
55
|
(49
|
)
|
350
|
(309
|
)
|
||||||||||
Primary
Actuarial Assumptions
|
||||||||||||||||||||||||||||||||||||
U.S. Pension
Benefits
|
Non-U.S.
Pension Benefits
|
Other
Postretirement Benefits
|
||||||||||||||||||||||||||||||||||
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
||||||||||||||||||||||||||||
Weighted-average
assumptions used to
determine benefit obligations, end of year:
|
||||||||||||||||||||||||||||||||||||
Discount
rate
|
6.1
|
%
|
5.8
|
%
|
5.5
|
%
|
4.1
|
%
|
5.3
|
%
|
4.7
|
%
|
6.0
|
%
|
5.8
|
%
|
5.5
|
%
|
||||||||||||||||||
Rate of
compensation increase
|
4.5
|
%
|
4.5
|
%
|
4.0
|
%
|
4.1
|
%
|
4.1
|
%
|
4.0
|
%
|
4.4
|
%
|
4.4
|
%
|
4.0
|
%
|
||||||||||||||||||
Weighted-average
assumptions used to
determine net cost:
|
||||||||||||||||||||||||||||||||||||
Discount
rate
|
5.8
|
%
|
5.5
|
%
|
5.6
|
%
|
5.3
|
%
|
4.7
|
%
|
4.6
|
%
|
5.8
|
%
|
5.5
|
%
|
5.6
|
%
|
||||||||||||||||||
Expected
return on plan assets
|
9.0
|
%
|
9.0
|
%
|
9.0
|
%
|
7.6
|
%
|
7.7
|
%
|
7.5
|
%
|
9.0
|
%
|
9.0
|
%
|
9.0
|
%
|
||||||||||||||||||
Rate of
compensation increase
|
4.5
|
%
|
4.0
|
%
|
4.0
|
%
|
4.0
|
%
|
4.0
|
%
|
3.5
|
%
|
4.4
|
%
|
4.0
|
%
|
4.0
|
%
|
||||||||||||||||||
Health
care cost trend rates at year-end:
|
||||||||||||||||||||||||||||||||||||
Health care
trend rate assumed for next year
|
7.4
|
%
|
7.9
|
%
|
7.5
|
%
|
||||||||||||||||||||||||||||||
Rate that the
cost trend rate gradually declines to
|
5.0
|
%
|
5.0
|
%
|
5.0
|
%
|
||||||||||||||||||||||||||||||
Year that the
cost trend rate reaches ultimate rate
|
2016
|
2016
|
2013
|
|||||||||||||||||||||||||||||||||
2009
Outlook
|
||
Profit per
share
|
$
|
2.00
|
Per share
redundancy costs
|
$
|
0.50
|
Profit per
share excluding redundancy costs
|
$
|
2.50
|
1
|
Represents
Caterpillar Inc. and its subsidiaries with Financial Products accounted
for on the equity basis.
|
2
|
Elimination of
Financial Products’ revenues earned from Machinery and
Engines.
|
3
|
Elimination of
net expenses recorded by Machinery and Engines paid to Financial
Products.
|
4
|
Elimination of
interest expense recorded between Financial Products and Machinery and
Engines.
|
5
|
Elimination of
discount recorded by Machinery and Engines on receivables sold to
Financial Products and of interest earned between Machinery and Engines
and Financial Products.
|
6
|
Elimination of
Financial Products’ profit due to equity method of
accounting.
|
1
|
Represents
Caterpillar Inc. and its subsidiaries with Financial Products
accounted for on the equity basis.
|
2
|
Elimination of
receivables between Machinery and Engines and Financial
Products.
|
3
|
Reclassification
of Machinery and Engines’ trade receivables purchased by Cat Financial and
Cat Financial's wholesale inventory receivables.
|
4
|
Elimination of
Machinery and Engines’ insurance premiums that are prepaid to Financial
Products.
|
5
|
Elimination of
Machinery and Engines’ investment in Financial Products
subsidiary.
|
6
|
Elimination of
Financial Products’ equity which is accounted for on Machinery and Engines
on the equity basis.
|
7
|
Reclassification
reflecting required netting of deferred tax assets/liabilities by taxing
jurisdiction.
|
8
|
Elimination of
debt between Machinery and Engines and Financial
Products.
|
9
|
Elimination of
payables between Machinery and Engines and Financial
Products.
|
10
|
Elimination of
prepaid insurance in Financial Products' accrued
expenses.
|
1
|
Represents
Caterpillar Inc. and its subsidiaries with Financial Products accounted
for on the equity basis.
|
2
|
Elimination of
Financial Products’ profit after tax due to equity method of
accounting.
|
3
|
Non-cash
adjustment for the undistributed earnings from Financial
Products.
|
4
|
Elimination of
non-cash adjustments and changes in assets and liabilities related to
consolidated reporting.
|
5
|
Reclassification
of Cat Financial's cash flow activity from investing to operating for
receivables that arose from the sale of inventory.
|
6
|
Net proceeds
and payments to/from Machinery and Engines and Financial
Products.
|
7
|
Change in
investment and common stock related to Financial
Products.
|
8
|
Elimination of
dividends from Financial Products to Machinery and
Engines.
|
§
|
Preliminary data indicates the
world economy fell into recession in fourth quarter 2008. The
developed economies of the United States, euro-zone, United Kingdom and
Japan declined sharply, many developing economies slowed, and commodity
prices dropped in response to weaker
demand.
|
§
|
Economic policymakers were
distracted by inflationary
concerns during last summer’s
surge in commodity prices and were slow to respond to economic weaknesses
and the credit crisis. Effective actions did not really begin
until after the collapse of Lehman Brothers in September. The
timing of the response means the world economy will likely remain severely
depressed through at least the middle of
2009.
|
§
|
Central banks in developed
economies have cut interest rates to, or near, record lows, and several
key developing economies have responded by lowering rates.
In addition, some
countries are implementing measures to increase monetary growth, reduce
credit spreads and drive spending through fiscal stimulus programs, which
should aid construction.
|
§
|
Most commodity prices dropped
below investment threshold levels
in late 2008, and producers are
reducing and delaying investments. We expect this unfavorable
environment to persist throughout the
year.
|
§
|
We expect 2009 will be a dismal
year for the world economy, but conditions for much better growth are
developing,
particularly in industries we
serve. Interest rates throughout the world are at historically
low levels and should eventually be favorable for
investment. Despite a higher level of spending over the past
few years, capacity in the world’s infrastructure, mining and energy
industries is still inadequate or outdated. Reduced investment
in 2009 is going to leave future capacity even more strained. Government
stimulus plans are a step in the right direction and should help economic
growth.
|
§
|
While we are en
couraged by actions that have been
taken to drive economic improvements, we are concerned that the European
Central Bank and the Bank of Japan are responding too slowly to today’s
economic crisis. In addition, we are concerned that central
banks may begin tightening policies at the first sign of economic recovery
and could create another
downturn.
|
§
|
The U.S. economy has been in
recession throughout 2008, GDP started declining in the third quarter of
2008, and U.S. machinery industries that we serve have been declining
since early 2006. Output likely will decline throughout the
second quarter, causing this recession to about match the 1981-82
recession in duration and
severity.
|
§
|
The Federal Funds rate has traded
at the lowest level on record, and the Fed has indicated it will keep
rates low for an extended time. So, we assume no rate increases
will occ
ur this
year. Despite the low Federal Funds rate, credit spreads remain
elevated, so the Fed is focusing on increasing liquidity and providing
funds directly to businesses and consumers. Monetary growth has
accelerated at unprecedented rates and should eventually encourage more
spending, possibly in the second half of
2009.
|
§
|
The Obama administration’s
stimulus program should increase funds for infrastructure
construction. Quick passage of the bill could increase funding
in the second half of 2009, and s
ome improvement in infrastructure
spending is expected.
|
§
|
Housing affordability is near a
record high, and 30-year mortgage rates could fall below 4.5 percent this
year, helping to stabilize housing later in the year. We expect
housing starts will be appr
oximately 900 thousand units,
about the same as 2008.
|
§
|
Central Appalachian coal prices
should average a little more than $40 per ton in 2009, which should allow
a 0.5 percent increase in coal
production.
|
§
|
The Canadian economy should
decline slightly, pro
mpting the Bank of Canada to cut
its interest rate another 25 basis points to 0.75
percent.
|
§
|
The Bank of England recently cut
interest rates to 1.0 percent. The European Central Bank cut interest
rates to 2 percent and boosted monetary growth. However, the
bank has been less aggressive in cutting interest rates than other central
banks, creating the risk of an extended period of
weakness.
|
§
|
European governments announced
stimulus packages, which will provide funds for infrastructure
construction. However, we expect
housing and nonresidential
construction will decline in most European
countries.
|
§
|
The Bank of Japan recently cut
interest rates from 0.3 percent to 0.1 percent. However, the
short-term interest rate, as in the last cycle, has not had a significant
impact on improving growth.
|
§
|
The bank has started buying
commercial paper and has increased bank reserves
slightly. Easing, however, has not been sufficient to provide
the liquidity for an economic
recovery.
|
§
|
Government stimulus packages
should boost public construction, but private construction likely will
continue declining.
|
§
|
In recent years, these economies
have benefited from lower inflation and interest rates, more competitive
exports and higher commodity prices. Many of those factors
remain more favorable than in past
downturns.
|
§
|
Key countries, particularly in
Asia, have aggressively reversed past policy tightening; with interest
rates at or below lows earlier this decade. We expect further
easing in many countries.
|
§
|
In the past, balance-of-payments
problems often prevented these countries from adopting expansive economic
policies during worldwide economic slowdowns. We do not expect
these countries to be as severely constrained since many are running
surpluses with developed countries and have accumulated significant
foreign exchange reserves.
|
§
|
Most governments have not
increased spending in line with increases in export and commodity
revenues. As a result, governments will not need to cut
spending in line with declines in exports and commodity
revenues.
|
§
|
Voluntary and involuntary
separations and layoffs of about 6,000 full-time production
employees. Depending on business conditions more layoffs may be
required as the year
unfolds.
|
§
|
Sharp declines in overtime
work. Factory overtime is a key element of volume flexibility
and many facilities were working high levels of overtime through most of
2008.
|
§
|
Several facilities have shortened
workweeks, and thousands of employees have been, or will be, affected by
temporary layoffs and full and partial plant
shutdowns.
|
§
|
Elimination of almost 8,000
temporary, contract and agency workers. While these workers are
a key element of our “flexible workforce” they are not included among the
112,887 full-time employees at year
end.
|
§
|
Voluntary separations of about
2,200 support and management
employees.
|
§
|
Additional layoffs or separations
of as many as 5,000 support and management
employees.
|
§
|
Hiring freezes and suspension of
salary increases for most support and management
employees.
|
§
|
Significant reductions in total
compensation for executives / senior
managers.
|
§
|
For our short-term incentive plans
to trigger payment, we must achieve above $2.50 profit per
share.
|
§
|
Reduction in indirect expenses of
about 15 percent.
|
§
|
Significant reduction in capital
expenditures.
|
§
|
Shifting more resources to work on
short- and medium-term material cost
reduction.
|
§
|
Shifting more resources to work on
inventory reduction
projects.
|
§
|
We expect significantly lower
sales volume across all regions and most industries. The
consolidation of Cat Japan is expected to add about $1 billion to sales,
but be negative to profit as a result of severe economic decline in
Japan.
|
§
|
We are forecasting improved price
realization for 2009 as there still is cost pressure in the
system.
|
§
|
To support our price realization
forecast, we are rapidly scaling back production to align dealer inventory
with demand as we move through the year, and we believe the industry is
rapidly scaling back to minimize inventory as
well.
|
§
|
Material costs are expected to
increase slightly. Because material costs rose significantly in
the second half of 2008 and our material costs tend to lag trends in
commodities, we expect that year-over-year cost comparisons will be
negative in the first half of the year and will improve in the second
half.
|
§
|
We expect efficiency improvement
as a result of continued implementation of the
Cat
Production System (CPS).
However, production volume,
particularly in the first quarter, will likely drop faster than
manufacturing costs as we sharply lower production, employment and cost
levels.
|
§
|
Excluding Cat Japan, Machinery and
Engines SG&A and R&D expenses are forecast to decline about 15
percent. R&D spending in 2009 will be primarily focused on
new products to meet Tier 4 regulatory emissions
requirements.
|
§
|
We expect about $500 million of
redundancy expense related to employment reductions; most of the expense
is expected to occur in the first
quarter.
|
§
|
The tax rate in 2009 is expected
to approximate the 2008 rate of 31.5 percent, excluding discrete tax
items.
|
§
|
Financial Products profit before
tax is expected to decline by about 50 percent in 2009 as a result of
higher liquidity costs and the resulting tighter spreads between the cost
of borrowing and Cat Financial’s lending
rates.
|
§
|
First, production volume will be
severely depressed and is likely to fall faster than dealer sales to end
users. We opened dealer order boards around the world in the
fourth quarter to allow dealers to cancel existing orders in response to
deteriorating economic conditions. Dealers reacted and have cut
orders substantially. We expect that this will result in
further declines in dealer inventory in the first quarter at a time of
year when dealers normally build inventory in preparation for higher sales
to end users in the spring and summer. We have announced
significant measures to bring production, costs and employment down, but
given lead times necessary for employees, we expect that our production
and sales will fall faster than costs early in the
year.
|
§
|
Second, we expect a substantial
charge for redundancy costs, about $500 million for the year, with most of
it coming in the first
quarter.
|
Stockholder
Services
|
||||||
Registered
stockholders should contact:
|
||||||
Stock
Transfer Agent
|
Caterpillar
Assistant Secretary
|
|||||
BNY Mellon
Shareowner Services
|
Laurie J.
Huxtable
|
|||||
P.O. Box
358015
|
Assistant
Secretary
|
|||||
Pittsburgh,
PA 15252-8015
|
Caterpillar
Inc.
|
|||||
Phone:
|
(866) 203-6622
(U.S. and Canada)
|
100 N.E. Adams
Street
|
||||
(201) 680-6578
(Outside U.S. and Canada)
|
Peoria, IL
61629-7310
|
|||||
Hearing
Impaired:
|
(800) 231-5469
(U.S. or Canada)
|
Phone:
|
(309)
675-4619
|
|||
(201) 680-6610
(Outside U.S. or Canada)
|
Fax:
|
(309)
675-6620
|
||||
Internet:
|
www.bnymellon.com/shareowner/isd
|
E-mail:
|
CATshareservices@CAT.com
|
|||
Shares
held in Street Position
|
||||||
Stockholders
that hold shares through a street position should contact their bank or
broker with questions regarding those
shares.
|
Stock
Purchase Plan
|
Current
stockholders and other interested investors may purchase Caterpillar Inc.
common stock directly through the Investor Services Program sponsored and
administered by our Transfer Agent. Current stockholders can
get more information on the program from our Transfer Agent using the
contact information provided above. Non-stockholders can request program
materials by calling: (866) 353-7849. The Investor Services Program
materials are available on-line from our Transfer Agent's website or by
following a link from
www.CAT.com/dspp.
|
Investor
Relations
|
||
Institutional
analysts, portfolio managers, and representatives of financial
institutions seeking additional information about the Company should
contact:
|
||
Director
of Investor Relations
|
||
Mike
DeWalt
|
Phone:
|
(309)
675-4549
|
Caterpillar
Inc.
|
Fax:
|
(309)
675-4457
|
100 N.E. Adams
Street
|
E-mail:
|
CATir@CAT.com
|
Peoria, IL
61629-5310
|
Internet:
|
www.CAT.com/investor
|
Company
Information
|
Current
information -
Ø
phone our
Information Hotline - (800) 228-7717 (U.S. or Canada) or (858) 244-2080
(Outside U.S. or Canada) to request company publications by mail, listen
to a summary of Caterpillar’s latest financial results and current
outlook, or to request a copy of results by fax or mail
Ø
request, view, or
download materials on-line or register for email alerts by
visiting www.CAT.com/materialsrequest
Historical
information -
Ø
view/download
on-line at
www.CAT.com/historical
|
Annual
Meeting
|
On Wednesday,
June 10, 2009, at 1:30 p.m., Central Time, the annual meeting of
stockholders will be held at the Northern Trust Building, Chicago,
Illinois. Proxy materials are being sent to stockholders on or about May
1, 2009.
|
Internet
|
Visit us on
the Internet at
www.CAT.com
Information
contained on our website is not incorporated by reference into this
document.
|
Common
Stock (NYSE: CAT)
|
Listing
Information:
Caterpillar common stock is listed on the New York and
Chicago stock exchanges in the United States, and on stock exchanges in
Belgium, France, Germany, Great Britain and Switzerland.
Compliance:
For
2008, Caterpillar filed an Annual CEO Certification in compliance with New
York stock exchange rules and CEO/CFO certifications in compliance with
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. These
certifications are included as exhibits to our Form 10-K filing for
the relevant fiscal year.
|
Price
Ranges:
Quarterly price ranges of Caterpillar common stock on the
New York Stock Exchange, the principal market in which the stock is
traded, were:
|
2008
|
2007
|
|||||||||||||||
Quarter
|
High
|
Low
|
High
|
Low
|
||||||||||||
First
|
$
|
78.63
|
$
|
59.60
|
$
|
68.43
|
$
|
57.98
|
||||||||
Second
|
$
|
85.96
|
$
|
72.56
|
$
|
82.89
|
$
|
65.86
|
||||||||
Third
|
$
|
75.87
|
$
|
58.11
|
$
|
87.00
|
$
|
70.59
|
||||||||
Fourth
|
$
|
59.03
|
$
|
31.95
|
$
|
82.74
|
$
|
67.00
|
||||||||
Number of
Stockholders:
Stockholders of record at year-end totaled 39,578,
compared with 39,061 at the end of 2007. Approximately 60 percent of our
issued shares are held by institutions and banks, 32 percent by
individuals, and 8 percent by employees through company stock
plans.
Caterpillar
tax qualified defined contribution retirement plans held 40,114,225 shares
at year-end, including 10,108,741 shares acquired during
2008. Non-U.S. employee stock purchase plans held an additional
4,909,252 shares at year-end, including 965,309 shares acquired during
2008.
|
Performance
Graph:
Total
Cumulative Stockholder Return for Five-Year Period Ending December 31,
2008
|
The graph below shows the
cumulative stockholder return assuming an investment of $100 on
December 31, 2003, and reinvestment of dividends issued
thereafter.
|
2003
|
2004
|
2005
|
2006
|
2007
|
2008
|
|||||||||||||
Caterpillar
Inc.
|
$
|
100.00
|
$
|
119.84
|
$
|
144.67
|
$
|
156.09
|
$
|
188.05
|
$
|
118.87
|
||||||
S&P 500
|
$
|
100.00
|
$
|
110.87
|
$
|
116.31
|
$
|
134.67
|
$
|
142.06
|
$
|
89.51
|
||||||
S&P 500
Machinery
|
$
|
100.00
|
$
|
120.37
|
$
|
121.54
|
$
|
143.94
|
$
|
192.70
|
$
|
104.29
|
||||||
Directors/Committee
Membership
(as of December 31,
2008)
|
Audit
|
Compensation
|
Governance
|
Public
Pol
i
cy
|
||||
W. Frank
Blount
|
Ö
*
|
||||||
John R.
Brazil
|
Ö
|
||||||
Daniel M.
Dickinson
|
Ö
|
||||||
John T.
Dillon
|
Ö
|
||||||
Eugene V.
Fife
|
Ö
*
|
||||||
Gail D.
Fosler
|
Ö
|
||||||
Juan
Gallardo
|
Ö
|
||||||
David R.
Goode
|
Ö
*
|
||||||
Peter A.
Magowan
|
Ö
|
||||||
William A.
Osborn
|
Ö
|
||||||
James W.
Owens
|
|||||||
Charles D.
Powell
|
Ö
*
|
||||||
Edward B. Rust,
Jr.
|
Ö
|
||||||
Joshua I.
Smith
|
Ö
|
||||||
* Chairman of
Committee
|
Officers
(as of December
31, 2008, except as noted)
|
James W.
Owens
|
Chairman and Chief Executive
Officer
|
Stephen A.
Gosselin
|
Vice
President
|
|
Richard P.
Lavin
|
Group
President
|
Hans A.
Haefeli
|
Vice
President
|
|
Stuart L.
Levenick
|
Group
President
|
John S.
Heller
|
Vice President and Chief
Information Officer
|
|
Douglas R.
Oberhelman
|
Group
President
|
Gwenne A.
Henricks
|
Vice
President
|
|
Edward J.
Rapp
|
Group
President
|
Stephen P.
Larson
|
Vice
President
|
|
Gérard R.
Vittecoq
|
Group
President
|
Daniel M.
Murphy
|
Vice
President
|
|
Steven H.
Wunning
|
Group
President
|
James J.
Parker
|
Vice
President
|
|
Kent M.
Adams
|
Vice
President
|
Mark R.
Pflederer
|
Vice
President
|
|
William P. Ains
worth
|
Vice
President
|
William J.
Rohner
|
Vice
President
|
|
Ali M.
Bahaj
|
Vice
President
|
Christiano V.
Schena
|
Vice
President
|
|
Sidney C.
Banwart
|
Vice
President
|
William F.
Springer
|
Vice
President
|
|
Michael J. Baunton
1
|
Vice
President
|
Gary A.
Stampanato
|
Vice
President
|
|
Rodney C.
Beeler
|
Vice
President
|
Gary A.
Stroup
|
Vice
President
|
|
Mary H.
Bell
|
Vice
President
|
Tana L.
Utley
|
Vice
President
|
|
Thomas J.
Bluth
|
Vice
President
|
James D.
Waters, Jr.
|
Vice
President
|
|
James B.
Buda
|
Vice President, General Counsel
and Secretary
|
Robert T.
Williams
|
Vice
President
|
|
David B.
Burritt
|
Vice President and Chief Financial
Officer
|
Jiming Zhu
2
|
Vice
President
|
|
Richard J.
Case
|
Vice
President
|
Bradley M.
Halverson
|
Controller
|
|
Robert B. Charter
2
|
Vice
President
|
Kevin E. Colgan |
Treasurer
|
|
Christopher C.
Curfman
|
Vice
President
|
Edward J. Scott | Chief Ethics and Compliance Officer | |
Paolo
Fellin
|
Vice
President
|
Jananne A. Copeland | Chief Accounting Officer | |
Steven L.
Fisher
|
Vice
President
|
Robin D.
Beran
|
Assistant
Treasurer
|
|
Gregory S. Folley
2
|
Vice
President
|
Tinkie E.
Demmin
|
Assistant
Secretary
|
|
Thomas A. Gales
3
|
Vice
President
|
Laurie J.
Huxtable
|
Assistant
Secretary
|
1
|
Will retire
effective May 1, 2009.
|
2
|
Effective
January 1, 2009.
|
3
|
Will retire
effective year end 2009.
|
EXHIBIT
21
|
|
CATERPILLAR
INC.
(as
of December 31,
2008)
|
Subsidiaries
(51% or more ownership)
|
|
Name of Company
|
Where Organized
|
1446790
Ontario Limited
|
Ontario
|
Acefun S.A.
de C.V.
|
Mexico
|
Aceros
Fundidos Internacionales LLC
|
Delaware
|
Aceros
Fundidos Internacionales S. de R.L. de C.V.
|
Mexico
|
Anchor
Coupling Inc.
|
Delaware
|
Asia Power
Systems (Tianjin) Ltd.
|
China
|
AsiaTrak
(Tianjin) Ltd.
|
China
|
Carter
Machinery Company, Incorporated
|
Delaware
|
Carter
Rental, Inc.
|
Virginia
|
Cat Rental
Kyushu Ltd.
|
Japan
|
Cat Rental
Central Japan Ltd.
|
Japan
|
Cat Rental
East Japan Ltd.
|
Japan
|
Cat Rental
Hokkaido Co., Ltd.
|
Japan
|
Cat Rental
Kyushu Ltd.
|
Japan
|
Cat Rental
West Japan Ltd.
|
Japan
|
Caterpillar
(Africa) (Proprietary) Limited
|
South
Africa
|
Caterpillar
(Bermuda) Holding Company
|
Bermuda
|
Caterpillar
(Bermuda) Investments Parent Company
|
Bermuda
|
Caterpillar
(China) Financial Leasing Co., Ltd.
|
China
|
Caterpillar
(China) Investment Co., Ltd.
|
China
|
Caterpillar
(China) Machinery Components Co., Ltd.
|
China
|
Caterpillar
(HK) Limited
|
Hong
Kong
|
Caterpillar
(Kunming) Training and Consulting Co., Ltd.
|
China
|
Caterpillar
(Shanghai) Trading Co., Ltd.
|
China
|
Caterpillar
(Suzhou) Co., Ltd.
|
China
|
Caterpillar
(Thailand) Limited
|
Thailand
|
Caterpillar
(U.K.) Limited
|
England
|
Caterpillar
(Xuzhou) Design Center Ltd.
|
China
|
Caterpillar
AccessAccount Corporation
|
Nevada
|
Caterpillar
Americas C.V.
|
Netherlands
|
Caterpillar
Americas Co.
|
Delaware
|
Caterpillar
Americas Funding Inc.
|
Delaware
|
Caterpillar
Americas Mexico, S. de R.L. de C.V.
|
Mexico
|
Caterpillar
Americas Services Co.
|
Delaware
|
Caterpillar
Asia Limited
|
Hong
Kong
|
Caterpillar
Asia Pacific L.P.
|
Bermuda
|
Caterpillar
Asia Pte. Ltd.
|
Singapore
|
Caterpillar
Belgium S. A.
|
Belgium
|
Caterpillar
Brasil Ltda.
|
Brazil
|
Caterpillar
Brasil Servicos Ltda.
|
Brazil
|
Caterpillar
Brazil LLC
|
Delaware
|
Caterpillar
Business Services (UK) Limited
|
England and
Wales
|
Caterpillar
Central Japan Ltd.
|
Japan
|
Caterpillar
Centro de Formacion, S.L.
|
Spain
|
Caterpillar
China Limited
|
Hong
Kong
|
Caterpillar
CIS LLC
|
Russia
|
Caterpillar
CMC, LLC
|
Delaware
|
Caterpillar
Commercial Australia Pty. Ltd.
|
Australia
|
Caterpillar
Commercial Holding S.A.R.L.
|
Switzerland
|
Caterpillar
Commercial LLC
|
Delaware
|
Caterpillar
Commercial Northern Europe Limited
|
England and
Wales
|
Caterpillar
Commercial Private Limited
|
India
|
Caterpillar
Commercial S.A.
|
Belgium
|
Caterpillar
Commercial S.A.R.L.
|
France
|
Caterpillar
Commercial Services S.A.R.L.
|
France
|
Caterpillar
Commerciale S.r.L.
|
Italy
|
Caterpillar
Communications LLC
|
Delaware
|
Caterpillar
Corporativo Mexico, S. de R.L. de C.V.
|
Mexico
|
Caterpillar
Credito, S.A. de C.V., Sociedad Financiera de Objecto Multiple, E.
N.R.
|
Mexico
|
Caterpillar
DC Pension Trust
|
England and
Wales
|
Caterpillar
Distribution Mexico S.R.L. de C.V.
|
Mexico
|
Caterpillar
Distribution Services Europe B.V.B.A.
|
Belgium
|
Caterpillar
East Japan Ltd.
|
Japan
|
Caterpillar
Elkader LLC
|
Delaware
|
Caterpillar
Engine Systems Inc.
|
Delaware
|
Caterpillar
Environmental Technologies Mexico, S. de R.L. de C.V.
|
Mexico
|
Caterpillar
European Finance s.r.o.
|
Czechoslovakia
|
Caterpillar
Finance Corporation
|
Japan
|
Caterpillar
Finance France S.A.
|
France
|
Caterpillar
Finance, s.r.o.
|
Czech
Republic
|
Caterpillar
Financial Acquisition Funding LLC
|
Delaware
|
Caterpillar
Financial Acquisition Funding Partners
|
United
Kingdom
|
Caterpillar
Financial Australia Limited
|
Australia
|
Caterpillar
Financial Corporacion Financiera, S.A., E.F.C.
|
Spain
|
Caterpillar
Financial Dealer Funding LLC
|
Delaware
|
Caterpillar
Financial Funding Corporation
|
Nevada
|
Caterpillar
Financial Member Company
|
Delaware
|
Caterpillar
Financial New Zealand Limited
|
New
Zealand
|
Caterpillar
Financial Nordic Services AB
|
Sweden
|
Caterpillar
Financial Nova Scotia Corporation
|
Nova
Scotia
|
Caterpillar
Financial OOO
|
Russia
|
Caterpillar
Financial Receivables Corporation
|
Nevada
|
Caterpillar
Financial Renting, S.A.
|
Spain
|
Caterpillar
Financial S.A. Arrendamento Mercantil
|
Brazil
|
Caterpillar
Financial S.A. Credito, Financiamento e Investimento
|
Brazil
|
Caterpillar
Financial SARL
|
Switzerland
|
Caterpillar
Financial Services (Dubai) Limited
|
United Arab
Emirates
|
Caterpillar
Financial Services (Ireland) plc
|
Ireland
|
Caterpillar
Financial Services (UK) Limited
|
England and
Wales
|
Caterpillar
Financial Services Argentina S.A.
|
Argentina
|
Caterpillar
Financial Services Asia Pte. Ltd.
|
Singapore
|
Caterpillar
Financial Services Belgium S.P.R.L.
|
Belgium
|
Caterpillar
Financial Services Corporation
|
Delaware
|
Caterpillar
Financial Services CR, s.r.o.
|
Czech
Republic
|
Caterpillar
Financial Services GmbH
|
Germany
|
Caterpillar
Financial Services Korea, Ltd.
|
Korea
|
Caterpillar
Financial Services Limited Les Services Financiers Caterpillar
Limitee
|
Canada
|
Caterpillar
Financial Services Malaysia Sdn Bhd
|
Malaysia
|
Caterpillar
Financial Services Netherlands B.V.
|
Netherlands
|
Caterpillar
Financial Services Norway AS
|
Norway
|
Caterpillar
Financial Services Philippines Inc.
|
Philippines
|
Caterpillar
Financial Services Poland Sp. z o.o.
|
Poland
|
Caterpillar
Financial Ukraine LLC
|
Ukraine
|
Caterpillar
Finansal Kiralama Anomim Sirketi
|
Turkey
|
Caterpillar
Fomento Comercial Ltda.
|
Brazil
|
Caterpillar
Forest Products Inc.
|
Delaware
|
Caterpillar
France S.A.S.
|
France
|
Caterpillar
GB, L.L.C.
|
Delaware
|
Caterpillar
Global Mining Pty. Ltd.
|
Australia
|
Caterpillar
Global Services LLC
|
Delaware
|
Caterpillar
Group Services S.A.
|
Belgium
|
Caterpillar
Hokkaido Ltd.
|
Japan
|
Caterpillar
Holding (France) S.A.S.
|
France
|
Caterpillar
Holding Germany GmbH
|
Germany
|
Caterpillar
Holding Ltd.
|
Bermuda
|
Caterpillar
Holdings Singapore Pte. Ltd.
|
Singapore
|
Caterpillar
Hungary Component Manufacturing Ltd.
|
Hungary
|
Caterpillar
Hydraulics Italia S.r.l.
|
Italy
|
Caterpillar
Impact Products Limited
|
England and
Wales
|
Caterpillar
India Private Limited
|
India
|
Caterpillar
Insurance Co. Ltd.
|
Bermuda
|
Caterpillar
Insurance Company
|
Missouri
|
Caterpillar
Insurance Holdings Inc.
|
Delaware
|
Caterpillar
Insurance Services Corporation
|
Tennessee
|
Caterpillar
International Finance Limited
|
Ireland
|
Caterpillar
International Finance Luxembourg, S.a.r.l.
|
Luxembourg
|
Caterpillar
International Holding S.A.R.L.
|
Switzerland
|
Caterpillar
International Investments Coöperatie U.A.
|
Netherlands
|
Caterpillar
International Investments S.A.R.L.
|
Switzerland
|
Caterpillar
International Ltd.
|
Bermuda
|
Caterpillar
International Services Corporation
|
Nevada
|
Caterpillar
International Services del Peru S.A.
|
Peru
|
Caterpillar
Investment One SARL
|
Switzerland
|
Caterpillar
Investment Two SARL
|
Switzerland
|
Caterpillar
Investments
|
England and
Wales
|
Caterpillar
Japan Accounting Services Ltd.
|
Japan
|
Caterpillar
Japan Akashi General Services Ltd.
|
Japan
|
Caterpillar
Japan Ltd.
|
Japan
|
Caterpillar
Japan Sagami Engineering Ltd.
|
Japan
|
Caterpillar
Japan Sagami General Services Ltd.
|
Japan
|
Caterpillar
Japan System Services Ltd.
|
Japan
|
Caterpillar
Okinawa Ltd.
|
Japan
|
Caterpillar
Operator Training Ltd.
|
Japan
|
Caterpillar
Special Products Ltd.
|
Japan
|
Caterpillar
Latin America Services de Mexico, S. de R.L. de C.V.
|
Mexico
|
Caterpillar
Latin America Services de Panama, S. de R.L.
|
Panama
|
Caterpillar
Latin America Services de Puerto Rico, S. en C.
|
Puerto
Rico
|
Caterpillar
Latin America Services, S.R.L.
|
Costa
Rica
|
Caterpillar
Latin America Servicios de Chile Limitada
|
Chile
|
Caterpillar
Latin America Support Services, S. DE R.L.
|
Panama
|
Caterpillar
Leasing (Thailand) Limited
|
Thailand
|
Caterpillar
Leasing Chile, S.A.
|
Chile
|
Caterpillar
Leasing GmbH (Leipzig)
|
Germany
|
Caterpillar
Leasing Operativo Limitada
|
Chile
|
Caterpillar
Life Insurance Company
|
Missouri
|
Caterpillar
Logistics (Shanghai) Co. Ltd.
|
China
|
Caterpillar
Logistics Administrative Services de Mexico, S. de R.L. de
C.V.
|
Mexico
|
Caterpillar
Logistics France S.A.S.
|
France
|
Caterpillar
Logistics ML Services France S.A.S.
|
France
|
Caterpillar
Logistics Services (France) S.A.R.L.
|
France
|
Caterpillar
Logistics Services (Tianjin) Ltd.
|
China
|
Caterpillar
Logistics Services (UK) Limited
|
England and
Wales
|
Caterpillar
Logistics Services Canada Ltd.
|
Canada
|
Caterpillar
Logistics Services China Limited
|
China
|
Caterpillar
Logistics Services de Mexico, S. de R.L. de C.V.
|
Mexico
|
Caterpillar
Logistics Services Egypt Ltd.
|
Egypt
|
Caterpillar
Logistics Services Germany GmbH
|
Germany
|
Caterpillar
Logistics Services India Private Limited
|
India
|
Caterpillar
Logistics Services International GmbH
|
Germany
|
Caterpillar
Logistics Services International LLC
|
Russia
|
Caterpillar
Logistics Services International N.V.
|
Belgium
|
Caterpillar
Logistics Services Polska Sp. z o.o.
|
Poland
|
Caterpillar
Logistics Services Spain, S.A.
|
Spain
|
Caterpillar
Logistics Services, Inc.
|
Delaware
|
Caterpillar
Logistics Supply Chain Services GmbH
|
Germany
|
Caterpillar
Logistics Supply Chain Services Italia S.r.l.
|
Italy
|
Caterpillar
Logistics Supply Chain Services Limited Liability Company
|
Hungary
|
Caterpillar
Luxembourg Group S.a.r.l.
|
Luxembourg
|
Caterpillar
Luxembourg S.a.r.l.
|
Luxembourg
|
Caterpillar
Marine Asia Pacific Pte. Ltd.
|
Singapore
|
Caterpillar
Marine Power UK Limited
|
England and
Wales
|
Caterpillar
Marine Trading (Shanghai) Co., Ltd.
|
China
|
Caterpillar
Materiels Routiers S.A.S.
|
France
|
Caterpillar
Mexico, S.A. de C.V.
|
Mexico
|
Caterpillar
Mining Chile Servicios Limitada
|
Chile
|
Caterpillar
Motoren (Guangdong) Co. Ltd.
|
China
|
Caterpillar
Motoren GmbH & Co. KG
|
Germany
|
Caterpillar
Motoren Rostock GmbH
|
Germany
|
Caterpillar
Motoren Verwaltungs-GmbH
|
Germany
|
Caterpillar
North America C.V.
|
Netherlands
|
Caterpillar
NZ Funding Parent Limited
|
Netherlands
|
Caterpillar
of Australia Pty. Ltd.
|
Australia
|
Caterpillar
of Canada Corporation
|
Canada
|
Caterpillar
of Delaware, Inc.
|
Delaware
|
Caterpillar
Overseas Credit Corporation S.A.R.L.
|
Switzerland
|
Caterpillar
Overseas Investment Holding, S.A.R.L.
|
Switzerland
|
Caterpillar
Overseas S.A.R.L.
|
Switzerland
|
Caterpillar
Panama Services SA
|
Panama
|
Caterpillar
Paving Products Inc.
|
Oklahoma
|
Caterpillar
Paving Products Xuzhou Ltd.
|
China
|
Caterpillar
Pension Trust Limited
|
England and
Wales
|
Caterpillar
Poland Sp. z o.o.
|
Poland
|
Caterpillar
Power Generations Systems (Chile) SpA
|
Chile
|
Caterpillar
Power Generations Systems L.L.C.
|
Delaware
|
Caterpillar
Power Systems Inc.
|
Delaware
|
Caterpillar
Power Systems y Compañia Limitada
|
Nicaragua
|
Caterpillar
Power Ventures Corporation
|
Delaware
|
Caterpillar
Power Ventures Europe B.V.
|
Netherlands
|
Caterpillar
Power Ventures International, Ltd.
|
Bermuda
|
Caterpillar
Prodotti Stradali S.r.l.
|
Italy
|
Caterpillar
Product Development S.A.R.L.
|
Switzerland
|
Caterpillar
Product Services Corporation
|
Missouri
|
Caterpillar
R&D Center (China) Co., Ltd.
|
China
|
Caterpillar
Redistribution Services Inc.
|
Delaware
|
Caterpillar
Redistribution Services International S.A.R.L.
|
Switzerland
|
Caterpillar
Reman Powertrain Indiana LLC
|
Delaware
|
Caterpillar
Reman Powertrain Services, Inc.
|
South
Carolina
|
Caterpillar
Remanufacturing Drivetrain LLC
|
Delaware
|
Caterpillar
Remanufacturing Limited
|
England and
Wales
|
Caterpillar
Remanufacturing Services (Shanghai) Co. Ltd.
|
China
|
Caterpillar
Renting France S.A.S.
|
France
|
Caterpillar
S.A.R.L.
|
Switzerland
|
Caterpillar
Sales Inc.
|
Delaware
|
Caterpillar
Services Limited
|
Delaware
|
Caterpillar
Servicios Limitada
|
Chile
|
Caterpillar
Servicios Mexico, S. de R.L. de C.V.
|
Mexico
|
Caterpillar
Servizi Italia Srl
|
Italy
|
Caterpillar
Skinningrove Limited
|
England and
Wales
|
Caterpillar
Special Services Belgium S.P.R.L.
|
Belgium
|
Caterpillar
Switchgear Holding Inc.
|
Georgia
|
Caterpillar
Technologies Singapore Pte. Ltd.
|
Singapore
|
Caterpillar
Torreon S. de R.L. de C.V.
|
Mexico
|
Caterpillar
Tosno, L.L.C.
|
Russia
|
Caterpillar
Transmissions France S.A.R.L.
|
France
|
Caterpillar
Tunnelling Canada Ltd.
|
Ontario
|
Caterpillar
UGM Techonolgy Pty. Ltd.
|
Australia
|
Caterpillar
UK Acquisition Partners LP
|
United
Kingdom
|
Caterpillar
UK Employee Trust Limited
|
England and
Wales
|
Caterpillar
UK Group Limited
|
United
Kingdom
|
Caterpillar
UK Holding Company Limited
|
United
Kingdom
|
Caterpillar
UK Holdings Limited
|
England and
Wales
|
Caterpillar
Underground Mining Pty. Ltd.
|
Australia
|
Caterpillar
West Japan Ltd.
|
Japan
|
Caterpillar
Work Tools B.V.
|
Netherlands
|
Caterpillar
Work Tools, Inc.
|
Kansas
|
Caterpillar
World Trading Corporation
|
Delaware
|
Caterpillar
Xuzhou Ltd.
|
China
|
Caterpillar/SCB
Investments LP
|
Delaware
|
Caterpillar/SCB
Receivables Finance LP
|
Nevada
|
Catsub I,
Inc.
|
Oregon
|
Centre de
Distribution de Wallonie S.A.
|
Belgium
|
CFRC/CFMC
Investments, LLC
|
Delaware
|
Chemetron-Railway
Products, Inc.
|
Delaware
|
EDC European
Excavator Design Center GmbH & Co. KG
|
Germany
|
EDC European
Excavator Design Center Verwaltungs GmbH
|
Germany
|
Elektrocieplawnia
Starahowice Sp. z o.o.
|
Poland
|
Energy
Services International Limited
|
Bermuda
|
Ensambladora
Tecnologica de Mexico, S.A. de C.V.
|
Mexico
|
Euronov
Polska
|
France
|
Eurenov
S.A.S.
|
Poland
|
F.G. Wilson
(Engineering) Limited
|
Northern
Ireland
|
F.G. Wilson
(Proprietary) Limited
|
South
Africa
|
F.G. Wilson
(USA) LLC
|
Delaware
|
F G Wilson
Generators India Private Limited
|
India
|
Federal
Financial Services LLC
|
Delaware
|
Forchester do
Brasil Ltda.
|
Brazil
|
Forchester
International S.A.
|
Uruguay
|
GFCM
Servicios, S.A. de C.V.
|
Mexico
|
Guangzhou MaK
Diesel Engine Limited Company
|
China
|
Inmobiliaria
Conek, S.A.
|
Mexico
|
Ironmart
LLC
|
Delaware
|
Kentuckiana
Railcar Repair & Storage Facility, LLC
|
Indiana
|
Lovat Europe
Limited
|
England and
Wales
|
Lovat
Holdings Ltd.
|
Ontario
|
Lovat
Inc.
|
Ontario
|
Lovat Trading
(Shanghai) Co. Ltd.
|
China
|
Magnum Power
Products, LLC
|
Delaware
|
MaK Americas
Inc.
|
Illinois
|
MaK
Beteiligungs GmbH
|
Germany
|
MaK Power
Systems Lanka (Private) Ltd.
|
Sri
Lanka
|
Mec-Track
S.r.l.
|
Italy
|
Metalmark
Financial Services Limited
|
England and
Wales
|
MGE
Equipamentos e Servicos Ferroviarios Ltda.
|
Brazil
|
MICA Energy
Systems
|
Michigan
|
Motori
Perkins S.P.A.
|
Italy
|
Nadri
Limited
|
Ontario
|
Necoles
Investments B.V.
|
Netherlands
|
P. T.
Caterpillar Finance Indonesia
|
Indonesia
|
P. T. Natra
Raya
|
Indonesia
|
P. T. Solar
Services Indonesia
|
Indonesia
|
Perkins
Engines (Asia Pacific) Pte Ltd
|
Singapore
|
Perkins
Engines Company Limited
|
England and
Wales
|
Perkins
Engines, Inc.
|
Maryland
|
Perkins
France (S.A.S.)
|
France
|
Perkins
Holdings Limited LLC
|
Delaware
and
England and
Wales
|
Perkins
International Inc.
|
Delaware
|
Perkins
Limited
|
England and
Wales
|
Perkins
Motoren GmbH
|
Germany
|
Perkins
Motores do Brasil Ltda.
|
Brazil
|
Perkins Power
Systems Technology (Wuxi) Co., Ltd.
|
China
|
Perkins
Shibaura Engines (Wuxi) Co., Ltd.
|
China
|
Perkins
Shibaura Engines Limited
|
England and
Wales
|
Perkins
Shibaura Engines LLC
|
Delaware
|
Perkins
Technology Inc.
|
Delaware
|
Pioneer
Distribution, Inc.
|
South
Carolina
|
Pioneer
Machinery LLC
|
Delaware
|
PMHC
LLC
|
Delaware
|
Premier
Automotive Parts Limited
|
United
Kingdom
|
Progress
Metal Reclamation Company
|
Kentucky
|
Progress Rail
Canada Corporation
|
Canada
|
Progress Rail
Holdings Inc.
|
Alabama
|
Progress Rail
Raceland Corporation
|
Delaware
|
Progress Rail
Services Corporation
|
Alabama
|
Progress Rail
Services de Mexico S.A. de C.V.
|
Mexico
|
Progress Rail
Services Holdings Corp.
|
Delaware
|
Progress Rail
Services LLC
|
Delaware
|
Progress Rail
Services Participacoies Do Brazil Ltda.
|
Brazil
|
Progress Rail
TransCanada Corporation
|
Nova
Scotia
|
Progress Rail
Wildwood, LLC
|
Florida
|
Progress
Vanguard Corporation
|
Delaware
|
Przedsiebiorstwem
Energetyki Cieplncj (Bugaj) Sp. Z o.o.
|
Poland
|
Qingzhou
Aoweier Engineering Machinery Co., Ltd.
|
China
|
Qingzhou
Shandong Logistics Co., Ltd.
|
China
|
Railcar,
Ltd.
|
Georgia
|
Rapisarda
Industries Srl
|
Italy
|
RelayStar
S.A.
|
Belgium
|
Richlu
Holdings Inc.
|
Ontario
|
S & L
Railroad, LLC
|
Nebraska
|
SCM Singapore
Holdings Pte. Ltd.
|
Singapore
|
SEM Service
& Distribution Centre
|
United Arab
Emirates
|
Servicios
Administrativos Progress S. de R.L. de C.V.
|
Mexico
|
Servicios
Ejecutivos Progress S. de R.L. de C.V.
|
Mexico
|
Servicios
Logisticos Progress S. de R.L. de C.V.
|
Mexico
|
Shandong SEM
Machinery Co Ltd.
|
China
|
Societe
Industrial Rubber Hoses Sarl
|
Tunisia
|
Solar
Turbines Canada Ltd./Ltee.
|
Canada
|
Solar
Turbines Europe S.A.
|
Belgium
|
Solar
Turbines Incorporated
|
Delaware
|
Solar
Turbines International Company
|
Delaware
|
Solar
Turbines Malaysia Sdn Bhd
|
Malaysia
|
Solar
Turbines Overseas Pension Scheme Limited
|
Guernsey
|
Solar
Turbines Services Company
|
California
|
Solar
Turbines Services Nigeria Limited
|
Nigeria
|
Solar
Turbines Services of Argentina S.R.L.
|
Argentina
|
Solar
Turbines Trinidad & Tobago
|
Trinidad and
Tobago
|
SPL Software
Alliance LLC
|
Delaware
|
Tecnologia
Modificada, S.A. de C.V.
|
Mexico
|
Tokyo Rental
Ltd.
|
Japan
|
Turbinas
Solar de Venezuela, C.A.
|
Venezuela
|
Turbo
Tecnologia de Reparaciones S.A. de C.V.
|
Mexico
|
Turbomach
(India) Private Limited
|
India
|
Turbomach
Asia Ltd.
|
Thailand
|
Turbomach
Deutschland GmbH
|
Germany
|
Turbomach
Endustriyel Gaz Turbinleri Sanayi Ve Ticaret Limited
|
Turkey
|
Turbomach
Energie S.A.R.L.
|
France
|
Turbomach
Limited
|
United
Kingdom
|
Turbomach
Netherlands B.V.
|
Netherlands
|
Turbomach
Pakistan (Private) Limited
|
Pakistan
|
Turbomach
S.r.L.
|
Italy
|
Turbomach SA
- Spain
|
Spain
|
Turbomach SA
- Switzerland
|
Switzerland
|
Turbomach Sp.
Z o.o.
|
Poland
|
Turner
Powertrain Systems Limited
|
England and
Wales
|
UK Hose
Assembly Limited
|
England and
Wales
|
United
Industries Corporation
|
Kentucky
|
VALA (UK)
LP
|
England and
Wales
|
VALA
Inc.
|
Delaware
|
VALA
LLC
|
Delaware
|
Veratech
Holding B.V.
|
Netherlands
|
West Virginia
Auto Shredding Inc.
|
West
Virginia
|
XPart
Limited
|
United
Kingdom
|
Affiliated Companies
(50% and less
ownership)
|
|
Name of Company
|
Where Organized
|
10G
LLC
|
Delaware
|
Advanced
Filtration Systems Inc.
|
Delaware
|
AFSI Europe
s.r.o.
|
Czech
Republic
|
Akoya,
Inc.
|
Delaware
|
ARCH
Development Fund I, L.P.
|
Delaware
|
ASIMCO
International Casting (Shanxi) Co. Ltd.
|
China
|
Cat Rental
Tohoku Ltd.
|
Japan
|
Caterpillar
Institute (Vic-Tas) Pty Ltd
|
Australia
|
Caterpillar
Trimble Control Technologies LLC
|
Delaware
|
Energy
Technologies Institute LLP
|
England and
Wales
|
Energyst
B.V.
|
Netherlands
|
Evercompounds
S.p.a.
|
Italy
|
Firefly
Energy Inc.
|
Delaware
|
FMS Equipment
Rentals Inc.
|
Delaware
|
Intelligent
Switchgear Organization LLC
|
Delaware
|
IronPlanet
Australia Pty Limited
|
Australia
|
IronPlanet.com,
Inc.
|
Delaware
|
K-Lea Co.,
Ltd.
|
Japan
|
M.O.P.E.S.A.
Motores Power, S.A.
|
Mexico
|
MaK Trainings
GmbH
|
Germany
|
MCFA Canada
Ltd.
|
Ontario
|
MCFA FSC
Inc.
|
Barbados
|
Mitsubishi
Caterpillar Forklift America de Argentina S.A.
|
Argentina
|
Mitsubishi
Caterpillar Forklift America Inc.
|
Delaware
|
Mitsubishi
Caterpillar Forklift Asia Pte. Ltd.
|
Singapore
|
Mitsubishi
Caterpillar Forklift Europe B.V.
|
Netherlands
|
Monte Rio
Power Corporation Ltd.
|
Bermuda
|
Nagano Kouki
Co., Ltd.
|
Japan
|
Nihon Kenki
Lease Co., Ltd.
|
Japan
|
Polyhose
India (Rubber) Private Limited
|
India
|
Rapidparts
Inc.
|
Delaware
|
Rensel
Co.
|
Japan
|
Societe de
Electricite d’el Bibane
|
Tunisia
|
Tech Itoh
Co., Ltd.
|
Japan
|
Technocast,
S.A. de C.V.
|
Mexico
|
Tri-County
Venture Capital Fund I, LLC
|
Delaware
|
Turboservices
SDN BHD
|
Malaysia
|
VirtualSite
Solutions LLC
|
Delaware
|
Yaita
Jusyaryou Co., Ltd.
|
Japan
|
Yeep
Co.
|
Japan
|
As the Chief
Executive Officer of
Caterpillar Inc.
(CAT)
and as required by Section 303A.12(a) of the New York Stock
Exchange Listed Company Manual, I hereby certify that as of the date
hereof I am not aware of any violation by the Company of NYSE's corporate
governance listing standards, other than has been notified to the Exchange
pursuant to Section 303A.12(b) and disclosed on
Exhibit H
to the Company's Domestic Company
Section 303A Annual Written Affirmation.
|
This
certification is:
|
||
X
|
Without
qualification
|
|
or
|
||
With
qualification
|
By:
|
/s/
James W. Owens
|
Printed
Name:
|
James W.
Owens
|
Title:
|
Chairman and
Chief Executive Officer
|
Date:
|
July 09,
2008
|