|
Delaware
(State or other jurisdiction of incorporation)
|
|
37-0602744
(IRS Employer I.D. No.)
|
|
|
|
100 NE Adams Street, Peoria, Illinois
(Address of principal executive offices)
|
|
61629
(Zip Code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
|
|
|
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
|
|
|
|
|
|
|
|
|
|
Item 1A.
|
Risk Factors
|
*
|
Item 3.
|
Defaults Upon Senior Securities
|
*
|
Item 5.
|
Other Information
|
*
|
|
Three Months Ended
June 30, |
||||||
|
2012
|
|
2011
|
||||
Sales and revenues:
|
|
|
|
||||
Sales of Machinery and Power Systems
|
$
|
16,684
|
|
|
$
|
13,535
|
|
Revenues of Financial Products
|
690
|
|
|
695
|
|
||
Total sales and revenues
|
17,374
|
|
|
14,230
|
|
||
|
|
|
|
||||
Operating costs:
|
|
|
|
|
|
||
Cost of goods sold
|
12,280
|
|
|
10,303
|
|
||
Selling, general and administrative expenses
|
1,517
|
|
|
1,257
|
|
||
Research and development expenses
|
632
|
|
|
584
|
|
||
Interest expense of Financial Products
|
198
|
|
|
209
|
|
||
Other operating (income) expenses
|
131
|
|
|
276
|
|
||
Total operating costs
|
14,758
|
|
|
12,629
|
|
||
|
|
|
|
||||
Operating profit
|
2,616
|
|
|
1,601
|
|
||
|
|
|
|
||||
Interest expense excluding Financial Products
|
110
|
|
|
90
|
|
||
Other income (expense)
|
70
|
|
|
(161
|
)
|
||
|
|
|
|
||||
Consolidated profit before taxes
|
2,576
|
|
|
1,350
|
|
||
|
|
|
|
||||
Provision for income taxes
|
872
|
|
|
318
|
|
||
Profit of consolidated companies
|
1,704
|
|
|
1,032
|
|
||
|
|
|
|
||||
Equity in profit (loss) of unconsolidated affiliated companies
|
5
|
|
|
(10
|
)
|
||
|
|
|
|
||||
Profit of consolidated and affiliated companies
|
1,709
|
|
|
1,022
|
|
||
|
|
|
|
||||
Less: Profit attributable to noncontrolling interests
|
10
|
|
|
7
|
|
||
|
|
|
|
||||
Profit
1
|
$
|
1,699
|
|
|
$
|
1,015
|
|
|
|
|
|
||||
Profit per common share
|
$
|
2.60
|
|
|
$
|
1.57
|
|
|
|
|
|
||||
Profit per common share — diluted
2
|
$
|
2.54
|
|
|
$
|
1.52
|
|
|
|
|
|
||||
Weighted-average common shares outstanding (millions)
|
|
|
|
|
|
||
– Basic
|
652.9
|
|
|
645.5
|
|
||
– Diluted
2
|
669.6
|
|
|
667.2
|
|
||
|
|
|
|
||||
Cash dividends declared per common share
|
$
|
0.98
|
|
|
$
|
0.90
|
|
|
Three Months Ended
June 30, |
||||||
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Profit of consolidated and affiliated companies
|
$
|
1,709
|
|
|
$
|
1,022
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation, net of tax (expense)/benefit of: 2012 - ($33); 2011 - $21
|
(339
|
)
|
|
97
|
|
||
|
|
|
|
||||
Pension and other postretirement benefits:
|
|
|
|
||||
Current year actuarial gain (loss), net of tax (expense)/benefit of: 2012 - ($2); 2011 - $0
|
5
|
|
|
—
|
|
||
Amortization of actuarial (gain) loss, net of tax (expense)/benefit of: 2012 - ($60); 2011 - ($59)
|
113
|
|
|
108
|
|
||
Amortization of prior service (credit) cost, net of tax (expense)/benefit of: 2012 - $4; 2011 - $3
|
(7
|
)
|
|
(5
|
)
|
||
|
|
|
|
||||
Derivative financial instruments:
|
|
|
|
||||
Gains (losses) deferred, net of tax (expense)/benefit of: 2012 - $0; 2011 - $16
|
(2
|
)
|
|
(30
|
)
|
||
(Gains) losses reclassified to earnings, net of tax (expense)/benefit of: 2012 - ($2); 2011 - ($5)
|
3
|
|
|
11
|
|
||
|
|
|
|
||||
Available-for-sale securities:
|
|
|
|
||||
Gains (losses) deferred, net of tax (expense)/benefit of: 2012 - $4; 2011 - ($2)
|
(5
|
)
|
|
4
|
|
||
(Gains) losses reclassifed to earnings, net of tax (expense)/benefit of: 2012 - $0; 2011 - $0
|
—
|
|
|
(1
|
)
|
||
|
|
|
|
||||
Total other comprehensive income (loss), net of tax
|
(232
|
)
|
|
184
|
|
||
Comprehensive income
|
1,477
|
|
|
1,206
|
|
||
Less: comprehensive income attributable to the noncontrolling interests
|
(2
|
)
|
|
(11
|
)
|
||
Comprehensive income attributable to the company
|
$
|
1,475
|
|
|
$
|
1,195
|
|
|
|
|
|
|
Six Months Ended
June 30, |
||||||
|
2012
|
|
2011
|
||||
Sales and revenues:
|
|
|
|
||||
Sales of Machinery and Power Systems
|
$
|
31,972
|
|
|
$
|
25,812
|
|
Revenues of Financial Products
|
1,383
|
|
|
1,367
|
|
||
Total sales and revenues
|
33,355
|
|
|
27,179
|
|
||
|
|
|
|
||||
Operating costs:
|
|
|
|
|
|
||
Cost of goods sold
|
23,517
|
|
|
19,360
|
|
||
Selling, general and administrative expenses
|
2,857
|
|
|
2,356
|
|
||
Research and development expenses
|
1,219
|
|
|
1,109
|
|
||
Interest expense of Financial Products
|
402
|
|
|
412
|
|
||
Other operating (income) expenses
|
421
|
|
|
508
|
|
||
Total operating costs
|
28,416
|
|
|
23,745
|
|
||
|
|
|
|
||||
Operating profit
|
4,939
|
|
|
3,434
|
|
||
|
|
|
|
||||
Interest expense excluding Financial Products
|
223
|
|
|
177
|
|
||
Other income (expense)
|
158
|
|
|
(144
|
)
|
||
|
|
|
|
||||
Consolidated profit before taxes
|
4,874
|
|
|
3,113
|
|
||
|
|
|
|
||||
Provision for income taxes
|
1,561
|
|
|
830
|
|
||
Profit of consolidated companies
|
3,313
|
|
|
2,283
|
|
||
|
|
|
|
||||
Equity in profit (loss) of unconsolidated affiliated companies
|
7
|
|
|
(18
|
)
|
||
|
|
|
|
||||
Profit of consolidated and affiliated companies
|
3,320
|
|
|
2,265
|
|
||
|
|
|
|
||||
Less: Profit attributable to noncontrolling interests
|
35
|
|
|
25
|
|
||
|
|
|
|
||||
Profit
1
|
$
|
3,285
|
|
|
$
|
2,240
|
|
|
|
|
|
||||
Profit per common share
|
$
|
5.04
|
|
|
$
|
3.48
|
|
|
|
|
|
||||
Profit per common share — diluted
2
|
$
|
4.90
|
|
|
$
|
3.36
|
|
|
|
|
|
||||
Weighted-average common shares outstanding (millions)
|
|
|
|
|
|||
– Basic
|
651.3
|
|
|
643.3
|
|
||
– Diluted
2
|
669.9
|
|
|
666.0
|
|
||
|
|
|
|
||||
Cash dividends declared per common share
|
$
|
0.98
|
|
|
$
|
0.90
|
|
|
Six Months Ended
June 30, |
||||||
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Profit of consolidated and affiliated companies
|
$
|
3,320
|
|
|
$
|
2,265
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation, net of tax (expense)/benefit of: 2012 - ($16); 2011 - $84
|
(158
|
)
|
|
322
|
|
||
|
|
|
|
||||
Pension and other postretirement benefits:
|
|
|
|
||||
Current year actuarial gain (loss), net of tax (expense)/benefit of: 2012 - ($8); 2011 - $0
|
15
|
|
|
—
|
|
||
Amortization of actuarial (gain) loss, net of tax (expense)/benefit of: 2012 - ($120); 2011 - ($112)
|
226
|
|
|
207
|
|
||
Current year prior service credit (cost), net of tax (expense)/benefit of: 2012 - $2; 2011 - $0
|
(3
|
)
|
|
—
|
|
||
Amortization of prior service (credit) cost, net of tax (expense)/benefit of: 2012 - $8; 2011 - $6
|
(15
|
)
|
|
(10
|
)
|
||
Amortization of transition (asset) obligation, net of tax (expense)/benefit of: 2012 - $0; 2011 - $0
|
1
|
|
|
1
|
|
||
|
|
|
|
||||
Derivative financial instruments:
|
|
|
|
||||
Gains (losses) deferred, net of tax (expense)/benefit of: 2012 - $16; 2011 - $6
|
(28
|
)
|
|
(13
|
)
|
||
(Gains) losses reclassified to earnings, net of tax (expense)/benefit of: 2012 - ($1); 2011 - $0
|
1
|
|
|
4
|
|
||
|
|
|
|
||||
Available-for-sale securities:
|
|
|
|
||||
Gains (losses) deferred, net of tax (expense)/benefit of: 2012 - ($5); 2011 - ($5)
|
16
|
|
|
9
|
|
||
(Gains) losses reclassifed to earnings, net of tax (expense)/benefit of: 2012 - $0; 2011 - $0
|
(2
|
)
|
|
(1
|
)
|
||
|
|
|
|
||||
Total other comprehensive income (loss), net of tax
|
53
|
|
|
519
|
|
||
Comprehensive income
|
3,373
|
|
|
2,784
|
|
||
Less: comprehensive income attributable to the noncontrolling interests
|
(17
|
)
|
|
(37
|
)
|
||
Comprehensive income attributable to the company
|
$
|
3,356
|
|
|
$
|
2,747
|
|
|
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and short-term investments
|
$
|
5,103
|
|
|
$
|
3,057
|
|
Receivables – trade and other
|
10,443
|
|
|
10,285
|
|
||
Receivables – finance
|
8,383
|
|
|
7,668
|
|
||
Deferred and refundable income taxes
|
1,685
|
|
|
1,580
|
|
||
Prepaid expenses and other current assets
|
1,336
|
|
|
994
|
|
||
Inventories
|
17,344
|
|
|
14,544
|
|
||
Total current assets
|
44,294
|
|
|
38,128
|
|
||
Property, plant and equipment – net
|
14,928
|
|
|
14,395
|
|
||
Long-term receivables – trade and other
|
803
|
|
|
1,130
|
|
||
Long-term receivables – finance
|
12,955
|
|
|
11,948
|
|
||
Investments in unconsolidated affiliated companies
|
124
|
|
|
133
|
|
||
Noncurrent deferred and refundable income taxes
|
2,032
|
|
|
2,157
|
|
||
Intangible assets
|
4,236
|
|
|
4,368
|
|
||
Goodwill
|
7,320
|
|
|
7,080
|
|
||
Other assets
|
2,146
|
|
|
2,107
|
|
||
Total assets
|
$
|
88,838
|
|
|
$
|
81,446
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Short-term borrowings:
|
|
|
|
|
|
||
Machinery and Power Systems
|
$
|
592
|
|
|
$
|
93
|
|
Financial Products
|
4,455
|
|
|
3,895
|
|
||
Accounts payable
|
8,470
|
|
|
8,161
|
|
||
Accrued expenses
|
3,532
|
|
|
3,386
|
|
||
Accrued wages, salaries and employee benefits
|
1,628
|
|
|
2,410
|
|
||
Customer advances
|
3,132
|
|
|
2,691
|
|
||
Dividends payable
|
339
|
|
|
298
|
|
||
Other current liabilities
|
2,117
|
|
|
1,967
|
|
||
Long-term debt due within one year:
|
|
|
|
|
|
||
Machinery and Power Systems
|
1,269
|
|
|
558
|
|
||
Financial Products
|
5,739
|
|
|
5,102
|
|
||
Total current liabilities
|
31,273
|
|
|
28,561
|
|
||
Long-term debt due after one year:
|
|
|
|
|
|
||
Machinery and Power Systems
|
9,169
|
|
|
8,415
|
|
||
Financial Products
|
18,092
|
|
|
16,529
|
|
||
Liability for postemployment benefits
|
10,626
|
|
|
10,956
|
|
||
Other liabilities
|
3,697
|
|
|
3,583
|
|
||
Total liabilities
|
72,857
|
|
|
68,044
|
|
||
Commitments and contingencies (Notes 10 and 12)
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
—
|
|
|
473
|
|
||
Stockholders’ equity
|
|
|
|
|
|
||
Common stock of $1.00 par value:
|
|
|
|
|
|
||
Authorized shares: 2,000,000,000
Issued shares: (6/30/12 and 12/31/11 – 814,894,624) at paid-in amount |
4,373
|
|
|
4,273
|
|
||
Treasury stock (6/30/12 – 161,625,928 shares; 12/31/11 – 167,361,280 shares) at cost
|
(10,139
|
)
|
|
(10,281
|
)
|
||
Profit employed in the business
|
27,842
|
|
|
25,219
|
|
||
Accumulated other comprehensive income (loss)
|
(6,150
|
)
|
|
(6,328
|
)
|
||
Noncontrolling interests
|
55
|
|
|
46
|
|
||
Total stockholders’ equity
|
15,981
|
|
|
12,929
|
|
||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
88,838
|
|
|
$
|
81,446
|
|
|
Common
stock
|
|
Treasury
stock
|
|
Profit
employed
in the
business
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Noncontrolling
interests
|
|
Total
|
|
||||||||||||
Six Months Ended June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2010
|
$
|
3,888
|
|
|
$
|
(10,397
|
)
|
|
$
|
21,384
|
|
|
$
|
(4,051
|
)
|
|
$
|
40
|
|
|
$
|
10,864
|
|
|
Profit of consolidated and affiliated companies
|
—
|
|
|
—
|
|
|
2,240
|
|
|
—
|
|
|
25
|
|
|
2,265
|
|
|
||||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|
10
|
|
|
322
|
|
|
||||||
Pension and other postretirement benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
2
|
|
|
198
|
|
|
||||||
Derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
||||||
Available-for-sale securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(581
|
)
|
|
—
|
|
|
—
|
|
|
(581
|
)
|
|
||||||
Distribution to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
||||||
Common shares issued from treasury stock for stock-based compensation: 7,243,608
|
10
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
||||||
Stock-based compensation expense
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
||||||
Net excess tax benefits from stock-based compensation
|
156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156
|
|
|
||||||
Cat Japan share redemption
1
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
(30
|
)
|
|
8
|
|
|
||||||
Balance at June 30, 2011
|
$
|
4,165
|
|
|
$
|
(10,311
|
)
|
|
$
|
23,081
|
|
|
$
|
(3,544
|
)
|
|
$
|
45
|
|
|
$
|
13,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Six Months Ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2011
|
$
|
4,273
|
|
|
$
|
(10,281
|
)
|
|
$
|
25,219
|
|
|
$
|
(6,328
|
)
|
|
$
|
46
|
|
|
$
|
12,929
|
|
|
Profit of consolidated and affiliated companies
|
—
|
|
|
—
|
|
|
3,285
|
|
|
—
|
|
|
35
|
|
|
3,320
|
|
|
||||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
(24
|
)
|
|
(158
|
)
|
|
||||||
Pension and other postretirement benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|
5
|
|
|
224
|
|
|
||||||
Derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|
||||||
Available-for-sale securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
1
|
|
|
14
|
|
|
||||||
Change in ownership from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(639
|
)
|
|
—
|
|
|
—
|
|
|
(639
|
)
|
|
||||||
Distribution to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
||||||
Common shares issued from treasury stock for stock-based compensation: 5,735,352
|
(117
|
)
|
|
142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
||||||
Stock-based compensation expense
|
135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
||||||
Net excess tax benefits from stock-based compensation
|
156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156
|
|
|
||||||
Cat Japan share redemption
1
|
(74
|
)
|
|
—
|
|
|
(23
|
)
|
|
107
|
|
|
(10
|
)
|
|
—
|
|
|
||||||
Balance at June 30, 2012
|
$
|
4,373
|
|
|
$
|
(10,139
|
)
|
|
$
|
27,842
|
|
|
$
|
(6,150
|
)
|
|
$
|
55
|
|
|
$
|
15,981
|
|
|
|
Six Months Ended
June 30, |
||||||
|
2012
|
|
2011
|
||||
Cash flow from operating activities:
|
|
|
|
||||
Profit of consolidated and affiliated companies
|
$
|
3,320
|
|
|
$
|
2,265
|
|
Adjustments for non-cash items:
|
|
|
|
|
|
||
Depreciation and amortization
|
1,350
|
|
|
1,174
|
|
||
Other
|
(59
|
)
|
|
337
|
|
||
Changes in assets and liabilities, net of acquisitions and divestitures:
|
|
|
|
|
|
||
Receivables – trade and other
|
37
|
|
|
45
|
|
||
Inventories
|
(2,939
|
)
|
|
(1,850
|
)
|
||
Accounts payable
|
299
|
|
|
1,056
|
|
||
Accrued expenses
|
115
|
|
|
(41
|
)
|
||
Accrued wages, salaries and employee benefits
|
(753
|
)
|
|
(91
|
)
|
||
Customer advances
|
434
|
|
|
14
|
|
||
Other assets – net
|
63
|
|
|
28
|
|
||
Other liabilities – net
|
140
|
|
|
357
|
|
||
Net cash provided by (used for) operating activities
|
2,007
|
|
|
3,294
|
|
||
|
|
|
|
||||
Cash flow from investing activities:
|
|
|
|
|
|
||
Capital expenditures – excluding equipment leased to others
|
(1,508
|
)
|
|
(924
|
)
|
||
Expenditures for equipment leased to others
|
(787
|
)
|
|
(580
|
)
|
||
Proceeds from disposals of leased assets and property, plant and equipment
|
543
|
|
|
621
|
|
||
Additions to finance receivables
|
(5,942
|
)
|
|
(4,294
|
)
|
||
Collections of finance receivables
|
4,298
|
|
|
3,981
|
|
||
Proceeds from sale of finance receivables
|
85
|
|
|
104
|
|
||
Investments and acquisitions (net of cash acquired)
|
(517
|
)
|
|
(68
|
)
|
||
Proceeds from sale of businesses and investments (net of cash sold)
|
308
|
|
|
21
|
|
||
Proceeds from sale of available-for-sale securities
|
177
|
|
|
122
|
|
||
Investments in available-for-sale securities
|
(199
|
)
|
|
(131
|
)
|
||
Other – net
|
38
|
|
|
(38
|
)
|
||
Net cash provided by (used for) investing activities
|
(3,504
|
)
|
|
(1,186
|
)
|
||
|
|
|
|
||||
Cash flow from financing activities:
|
|
|
|
|
|
||
Dividends paid
|
(598
|
)
|
|
(565
|
)
|
||
Distribution to noncontrolling interests
|
(5
|
)
|
|
(2
|
)
|
||
Common stock issued, including treasury shares reissued
|
25
|
|
|
96
|
|
||
Excess tax benefit from stock-based compensation
|
156
|
|
|
159
|
|
||
Acquisitions of redeemable noncontrolling interests
|
(444
|
)
|
|
—
|
|
||
Proceeds from debt issued (original maturities greater than three months):
|
|
|
|
|
|
||
Machinery and Power Systems
|
1,662
|
|
|
4,530
|
|
||
Financial Products
|
7,357
|
|
|
5,799
|
|
||
Payments on debt (original maturities greater than three months):
|
|
|
|
|
|
||
Machinery and Power Systems
|
(211
|
)
|
|
(487
|
)
|
||
Financial Products
|
(4,822
|
)
|
|
(4,638
|
)
|
||
Short-term borrowings – net (original maturities three months or less)
|
552
|
|
|
36
|
|
||
Net cash provided by (used for) financing activities
|
3,672
|
|
|
4,928
|
|
||
Effect of exchange rate changes on cash
|
(129
|
)
|
|
87
|
|
||
Increase (decrease) in cash and short-term investments
|
2,046
|
|
|
7,123
|
|
||
Cash and short-term investments at beginning of period
|
3,057
|
|
|
3,592
|
|
||
Cash and short-term investments at end of period
|
$
|
5,103
|
|
|
$
|
10,715
|
|
(Millions of dollars)
|
June 30,
2012 |
|
June 30,
2011 |
||||
Foreign currency translation
|
$
|
239
|
|
|
$
|
863
|
|
Pension and other postretirement benefits
|
(6,410
|
)
|
|
(4,499
|
)
|
||
Derivative financial instruments
|
(37
|
)
|
|
36
|
|
||
Available-for-sale securities
|
58
|
|
|
56
|
|
||
Total accumulated other comprehensive income (loss)
|
$
|
(6,150
|
)
|
1
|
$
|
(3,544
|
)
|
|
|
|
|
1
|
In conjunction with the Cat Japan share redemption, to reflect the increase in our ownership interest in Cat Japan from
67 percent
to
100 percent
,
$107 million
was reclassified to Accumulated other comprehensive income (loss) from other components of stockholders' equity and was not included in Comprehensive income during the second quarter of 2012. The amount was comprised of foreign currency translation of
$167 million
, pension and other postretirement benefits of
$(61) million
and available-for-sale securities of
$1 million
.
|
|
|
|
|
|
(Millions of dollars)
|
|
|
|
|
|
||||
|
Consolidated Statement of Financial
|
|
Asset (Liability) Fair Value
|
||||||
|
Position Location
|
|
June 30, 2012
|
|
December 31, 2011
|
||||
Designated derivatives
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
||
Machinery and Power Systems
|
Receivables – trade and other
|
|
$
|
32
|
|
|
$
|
54
|
|
Machinery and Power Systems
|
Long-term receivables – trade and other
|
|
3
|
|
|
19
|
|
||
Machinery and Power Systems
|
Accrued expenses
|
|
(60
|
)
|
|
(73
|
)
|
||
Machinery and Power Systems
|
Other liabilities
|
|
(7
|
)
|
|
(10
|
)
|
||
Interest rate contracts
|
|
|
|
|
|
|
|||
Financial Products
|
Receivables – trade and other
|
|
15
|
|
|
15
|
|
||
Financial Products
|
Long-term receivables – trade and other
|
|
229
|
|
|
233
|
|
||
Financial Products
|
Accrued expenses
|
|
(7
|
)
|
|
(6
|
)
|
||
|
|
|
$
|
205
|
|
|
$
|
232
|
|
Undesignated derivatives
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
|
|
|
|
|
|
||
Machinery and Power Systems
|
Receivables – trade and other
|
|
$
|
8
|
|
|
$
|
27
|
|
Machinery and Power Systems
|
Accrued expenses
|
|
(35
|
)
|
|
(12
|
)
|
||
Machinery and Power Systems
|
Other liabilities
|
|
(28
|
)
|
|
(85
|
)
|
||
Financial Products
|
Receivables – trade and other
|
|
11
|
|
|
7
|
|
||
Financial Products
|
Accrued expenses
|
|
(11
|
)
|
|
(16
|
)
|
||
Interest rate contracts
|
|
|
|
|
|
|
|||
Financial Products
|
Accrued expenses
|
|
(2
|
)
|
|
(1
|
)
|
||
Commodity contracts
|
|
|
|
|
|
|
|||
Machinery and Power Systems
|
Receivables – trade and other
|
|
1
|
|
|
2
|
|
||
Machinery and Power Systems
|
Accrued expenses
|
|
(4
|
)
|
|
(9
|
)
|
||
|
|
|
$
|
(60
|
)
|
|
$
|
(87
|
)
|
|
|
|
|
|
|
Fair Value Hedges
(Millions of dollars)
|
|
|
|
|
|
||||||||||||
|
|
|
Three Months Ended June 30, 2012
|
|
Six Months Ended June 30, 2012
|
||||||||||||
|
Classification
|
|
Gains (Losses)
on Derivatives
|
|
Gains (Losses)
on Borrowings
|
|
Gains (Losses)
on Derivatives
|
|
Gains (Losses)
on Borrowings
|
||||||||
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|||||||
Financial Products
|
Other income (expense)
|
|
$
|
6
|
|
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
|
$
|
10
|
|
|
|
|
$
|
6
|
|
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
|
$
|
10
|
|
|
|
|
Three Months Ended June 30, 2011
|
|
Six Months Ended June 30, 2011
|
||||||||||||
|
Classification
|
|
Gains (Losses)
on Derivatives
|
|
Gains (Losses)
on Borrowings
|
|
Gains (Losses)
on Derivatives
|
|
Gains (Losses)
on Borrowings
|
||||||||
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
||||||||
Machinery and Power Systems
|
Other income (expense)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
Financial Products
|
Other income (expense)
|
|
42
|
|
|
(40
|
)
|
|
(11
|
)
|
|
12
|
|
||||
|
|
|
$
|
42
|
|
|
$
|
(40
|
)
|
|
$
|
(12
|
)
|
|
$
|
13
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow Hedges
(Millions of dollars)
|
|
|
|
|
|
|
|
|
||||||
|
Three Months Ended June 30, 2012
|
|
||||||||||||
|
|
|
Recognized in Earnings
|
|
||||||||||
|
Amount of Gains
(Losses) Recognized
in AOCI
(Effective Portion)
|
|
Classification of
Gains (Losses)
|
|
Amount of Gains
(Losses) Reclassified
from AOCI
(Effective
Portion)
|
|
Recognized
in Earnings
(Ineffective
Portion)
|
|
||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|||
Machinery and Power Systems
|
$
|
—
|
|
|
Other income (expense)
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
Interest rate contracts
|
—
|
|
|
|
|
|
|
|
|
|||||
Financial Products
|
(2
|
)
|
|
Interest expense of Financial Products
|
|
(1
|
)
|
|
(1
|
)
|
1
|
|||
|
$
|
(2
|
)
|
|
|
|
$
|
(5
|
)
|
|
$
|
(1
|
)
|
|
|
Three Months Ended June 30, 2011
|
|
||||||||||||
|
|
|
Recognized in Earnings
|
|
||||||||||
|
Amount of Gains
(Losses) Recognized
in AOCI
(Effective Portion)
|
|
Classification of
Gains (Losses)
|
|
Amount of Gains
(Losses) Reclassified
from AOCI
(Effective
Portion)
|
|
Recognized
in Earnings
(Ineffective
Portion)
|
|
||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
||||||
Machinery and Power Systems
|
$
|
(45
|
)
|
|
Other income (expense)
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
|||
Machinery and Power Systems
|
—
|
|
|
Other income (expense)
|
|
(1
|
)
|
|
—
|
|
|
|||
Financial Products
|
(1
|
)
|
|
Interest expense of Financial Products
|
|
(6
|
)
|
|
—
|
|
1
|
|||
|
$
|
(46
|
)
|
|
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
|
Six Months Ended June 30, 2012
|
|
|||||||||||||
|
|
|
Recognized in Earnings
|
|
|||||||||||
|
Amount of Gains
(Losses) Recognized
in AOCI
(Effective Portion)
|
|
Classification of
Gains (Losses)
|
|
Amount of Gains
(Losses) Reclassified
from AOCI
(Effective
Portion)
|
|
Recognized
in Earnings
(Ineffective
Portion)
|
|
|||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|||||||
Machinery and Power Systems
|
$
|
(42
|
)
|
|
Other income (expense)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|||||
Machinery and Power Systems
|
—
|
|
|
Other income (expense)
|
|
(1
|
)
|
|
—
|
|
|
||||
Financial Products
|
(2
|
)
|
|
Interest expense of Financial Products
|
|
(2
|
)
|
|
(1
|
)
|
1
|
|
|||
|
$
|
(44
|
)
|
|
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
|
Six Months Ended June 30, 2011
|
|
|||||||||||||
|
|
|
Recognized in Earnings
|
|
|||||||||||
|
Amount of Gains
(Losses) Recognized
in AOCI
(Effective Portion)
|
|
Classification of
Gains (Losses)
|
|
Amount of Gains
(Losses) Reclassified
from AOCI
(Effective
Portion)
|
|
Recognized
in Earnings
(Ineffective
Portion)
|
|
|||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|||||||
Machinery and Power Systems
|
$
|
(18
|
)
|
|
Other income (expense)
|
|
$
|
9
|
|
|
$
|
—
|
|
|
|
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||
Machinery and Power Systems
|
—
|
|
|
Other income (expense)
|
|
(1
|
)
|
|
—
|
|
|
||||
Financial Products
|
(1
|
)
|
|
Interest expense of Financial Products
|
|
(12
|
)
|
|
1
|
|
1
|
|
|||
|
$
|
(19
|
)
|
|
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of dollars)
|
|
|
|
|
|
|
|
|||
|
Classification of Gains (Losses)
|
|
Three Months Ended June 30, 2012
|
|
Six Months Ended June 30, 2012
|
|
||||
Foreign exchange contracts
|
|
|
|
|
|
|
||||
Machinery and Power Systems
|
Other income (expense)
|
|
$
|
(35
|
)
|
|
$
|
30
|
|
|
Financial Products
|
Other income (expense)
|
|
(5
|
)
|
|
2
|
|
|
||
Commodity contracts
|
|
|
|
|
|
|
|
|||
Machinery and Power Systems
|
Other income (expense)
|
|
(6
|
)
|
|
—
|
|
|
||
|
|
|
$
|
(46
|
)
|
|
$
|
32
|
|
|
(Millions of dollars)
|
|
|
|
|
|
|
|||
|
Classification of Gains (Losses)
|
|
Three Months Ended June 30, 2011
|
|
Six Months Ended June 30, 2011
|
||||
Foreign exchange contracts
|
|
|
|
|
|
||||
Machinery and Power Systems
|
Other income (expense)
|
|
$
|
15
|
|
|
$
|
47
|
|
Financial Products
|
Other income (expense)
|
|
(2
|
)
|
|
(2
|
)
|
||
Interest rate contracts
|
|
|
|
|
|
||||
Machinery and Power Systems
|
Other income (expense)
|
|
(124
|
)
|
|
(149
|
)
|
||
Commodity contracts
|
|
|
|
|
|
||||
Machinery and Power Systems
|
Other income (expense)
|
|
(2
|
)
|
|
2
|
|
||
|
|
|
$
|
(113
|
)
|
|
$
|
(102
|
)
|
|
|
|
|
|
|
(Millions of dollars)
|
June 30,
2012 |
|
December 31,
2011 |
||||
Raw materials
|
$
|
4,143
|
|
|
$
|
3,766
|
|
Work-in-process
|
3,504
|
|
|
2,959
|
|
||
Finished goods
|
9,429
|
|
|
7,562
|
|
||
Supplies
|
268
|
|
|
257
|
|
||
Total inventories
|
$
|
17,344
|
|
|
$
|
14,544
|
|
|
|
|
|
Financial Position of unconsolidated affiliated companies:
(
Millions of dollars
)
|
June 30,
2012 |
|
December 31,
2011 |
||||
Assets:
|
|
|
|
|
|
||
Current assets
|
$
|
332
|
|
|
$
|
345
|
|
Property, plant and equipment — net
|
107
|
|
|
200
|
|
||
Other assets
|
17
|
|
|
9
|
|
||
|
456
|
|
|
554
|
|
||
Liabilities:
|
|
|
|
|
|
||
Current liabilities
|
197
|
|
|
220
|
|
||
Long-term debt due after one year
|
50
|
|
|
72
|
|
||
Other liabilities
|
9
|
|
|
17
|
|
||
|
256
|
|
|
309
|
|
||
Equity
|
$
|
200
|
|
|
$
|
245
|
|
|
|
|
|
||||
|
|
|
|
Caterpillar’s investments in unconsolidated affiliated companies:
(Millions of dollars)
|
June 30,
2012 |
|
December 31,
2011 |
||||
Investments in equity method companies
|
$
|
108
|
|
|
$
|
111
|
|
Plus: Investments in cost method companies
|
16
|
|
|
22
|
|
||
Total investments in unconsolidated affiliated companies
|
$
|
124
|
|
|
$
|
133
|
|
|
|
|
|
|
|
|
June 30, 2012
|
||||||||||
(Millions of dollars)
|
Weighted
Amortizable
Life (Years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Customer relationships
|
15
|
|
$
|
2,822
|
|
|
$
|
(272
|
)
|
|
$
|
2,550
|
|
Intellectual property
|
11
|
|
1,787
|
|
|
(317
|
)
|
|
1,470
|
|
|||
Other
|
10
|
|
316
|
|
|
(118
|
)
|
|
198
|
|
|||
Total finite-lived intangible assets
|
14
|
|
4,925
|
|
|
(707
|
)
|
|
4,218
|
|
|||
Indefinite-lived intangible assets - In-process research & development
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||
Total intangible assets
|
|
|
$
|
4,943
|
|
|
$
|
(707
|
)
|
|
$
|
4,236
|
|
|
|
|
December 31, 2011
|
||||||||||
(Millions of dollars)
|
Weighted
Amortizable
Life (Years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Customer relationships
|
15
|
|
$
|
2,811
|
|
|
$
|
(213
|
)
|
|
$
|
2,598
|
|
Intellectual property
|
11
|
|
1,794
|
|
|
(244
|
)
|
|
1,550
|
|
|||
Other
|
11
|
|
299
|
|
|
(97
|
)
|
|
202
|
|
|||
Total finite-lived intangible assets
|
13
|
|
4,904
|
|
|
(554
|
)
|
|
4,350
|
|
|||
Indefinite-lived intangible assets - In-process research & development
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||
Total intangible assets
|
|
|
$
|
4,922
|
|
|
$
|
(554
|
)
|
|
$
|
4,368
|
|
|
|
|
|
|
|
|
|
(Millions of dollars)
|
||||||||||
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
Thereafter
|
$393
|
|
$393
|
|
$386
|
|
$380
|
|
$371
|
|
$2,506
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of dollars)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Construction
Industries
|
|
Resource
Industries
|
|
Power
Systems
|
|
Other
|
|
Consolidated
Total
|
||||||||||
Balance at December 31, 2011
|
$
|
378
|
|
|
$
|
4,099
|
|
|
$
|
2,486
|
|
|
$
|
117
|
|
|
$
|
7,080
|
|
Business acquisitions
1
|
16
|
|
|
467
|
|
|
—
|
|
|
—
|
|
|
483
|
|
|||||
Held for sale and business divestitures
2
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|||||
Other adjustments
3
|
(5
|
)
|
|
(59
|
)
|
|
(27
|
)
|
|
—
|
|
|
(91
|
)
|
|||||
Balance at June 30, 2012
|
$
|
389
|
|
|
$
|
4,355
|
|
|
$
|
2,459
|
|
|
$
|
117
|
|
|
$
|
7,320
|
|
|
|
|
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
(Millions of dollars)
|
Cost
Basis
|
|
Unrealized Pretax Net Gains
(Losses)
|
|
Fair
Value
|
|
Cost
Basis
|
|
Unrealized Pretax Net Gains
(Losses)
|
|
Fair
Value
|
||||||||||||
Government debt
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury bonds
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Other U.S. and non-U.S. government bonds
|
121
|
|
|
2
|
|
|
123
|
|
|
90
|
|
|
2
|
|
|
92
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Corporate bonds
|
588
|
|
|
35
|
|
|
623
|
|
|
542
|
|
|
30
|
|
|
572
|
|
||||||
Asset-backed securities
|
96
|
|
|
(1
|
)
|
|
95
|
|
|
112
|
|
|
(1
|
)
|
|
111
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. governmental agency
|
266
|
|
|
12
|
|
|
278
|
|
|
297
|
|
|
13
|
|
|
310
|
|
||||||
Residential
|
29
|
|
|
(3
|
)
|
|
26
|
|
|
33
|
|
|
(3
|
)
|
|
30
|
|
||||||
Commercial
|
131
|
|
|
6
|
|
|
137
|
|
|
142
|
|
|
3
|
|
|
145
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Large capitalization value
|
139
|
|
|
29
|
|
|
168
|
|
|
127
|
|
|
21
|
|
|
148
|
|
||||||
Smaller company growth
|
22
|
|
|
11
|
|
|
33
|
|
|
22
|
|
|
7
|
|
|
29
|
|
||||||
Total
|
$
|
1,402
|
|
|
$
|
91
|
|
|
$
|
1,493
|
|
|
$
|
1,375
|
|
|
$
|
72
|
|
|
$
|
1,447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
||||||||||||||||||||||
|
Less than 12 months
1
|
|
12 months or more
1
|
|
Total
|
||||||||||||||||||
(Millions of dollars)
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
54
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
1
|
|
Asset-backed securities
|
1
|
|
|
—
|
|
|
20
|
|
|
5
|
|
|
21
|
|
|
5
|
|
||||||
Mortgage-backed debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. governmental agency
|
51
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
1
|
|
||||||
Residential
|
3
|
|
|
—
|
|
|
18
|
|
|
3
|
|
|
21
|
|
|
3
|
|
||||||
Commercial
|
15
|
|
|
—
|
|
|
8
|
|
|
1
|
|
|
23
|
|
|
1
|
|
||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Large capitalization value
|
36
|
|
|
5
|
|
|
6
|
|
|
1
|
|
|
42
|
|
|
6
|
|
||||||
Smaller company growth
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1
|
|
||||||
Total
|
$
|
164
|
|
|
$
|
8
|
|
|
$
|
53
|
|
|
$
|
10
|
|
|
$
|
217
|
|
|
$
|
18
|
|
|
|
|
|
|
(Millions of dollars)
|
Cost Basis
|
|
Fair Value
|
||||
Due in one year or less
|
$
|
125
|
|
|
$
|
127
|
|
Due after one year through five years
|
496
|
|
|
510
|
|
||
Due after five years through ten years
|
149
|
|
|
171
|
|
||
Due after ten years
|
45
|
|
|
43
|
|
||
U.S. agency mortgage-backed securities
|
266
|
|
|
278
|
|
||
Residential mortgage-backed securities
|
29
|
|
|
26
|
|
||
Commercial mortgage-backed securities
|
131
|
|
|
137
|
|
||
Total debt securities – available-for-sale
|
$
|
1,241
|
|
|
$
|
1,292
|
|
|
|
|
|
|
Sales of Securities
|
|
|
|
||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Millions of dollars)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Proceeds from the sale of available-for-sale securities
|
$
|
65
|
|
|
$
|
56
|
|
|
$
|
177
|
|
|
$
|
122
|
|
Gross gains from the sale of available-for-sale securities
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
2
|
|
Gross losses from the sale of available-for-sale securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Millions of dollars)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
U.S. Plans
|
$
|
33
|
|
|
$
|
50
|
|
|
$
|
134
|
|
|
$
|
132
|
|
Non-U.S. Plans
|
17
|
|
|
14
|
|
|
31
|
|
|
26
|
|
||||
|
$
|
50
|
|
|
$
|
64
|
|
|
$
|
165
|
|
|
$
|
158
|
|
|
|
|
|
|
|
|
|
(Millions of dollars)
|
June 30,
2012 |
|
December 31,
2011 |
||||
Guarantees with Caterpillar dealers
|
$
|
146
|
|
|
$
|
140
|
|
Guarantees with customers
|
180
|
|
|
186
|
|
||
Limited indemnity
|
8
|
|
|
11
|
|
||
Guarantees – other
|
66
|
|
|
28
|
|
||
Total guarantees
|
$
|
400
|
|
|
$
|
365
|
|
|
|
|
|
(Millions of dollars)
|
2012
|
||
Warranty liability, January 1
|
$
|
1,308
|
|
Reduction in liability (payments)
|
(460
|
)
|
|
Increase in liability (new warranties)
|
540
|
|
|
Warranty liability, June 30
|
$
|
1,388
|
|
|
|
|
(Millions of dollars)
|
2011
|
||
Warranty liability, January 1
|
$
|
1,035
|
|
Reduction in liability (payments)
|
(926
|
)
|
|
Increase in liability (new warranties)
|
1,199
|
|
|
Warranty liability, December 31
|
$
|
1,308
|
|
|
|
|
(Dollars in millions except per share data)
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||
I.
|
|
Profit for the period (A)
1
:
|
$
|
1,699
|
|
|
$
|
1,015
|
|
|
$
|
3,285
|
|
|
$
|
2,240
|
|
II.
|
|
Determination of shares (in millions):
|
—
|
|
|
|
|
|
|
|
|
||||||
|
|
Weighted-average number of common shares outstanding (B)
|
652.9
|
|
|
645.5
|
|
|
651.3
|
|
|
643.3
|
|
||||
|
|
Shares issuable on exercise of stock awards, net of shares assumed to be purchased out of proceeds at average market price
|
16.7
|
|
|
21.7
|
|
|
18.6
|
|
|
22.7
|
|
||||
|
|
Average common shares outstanding for fully diluted computation (C)
2
|
669.6
|
|
|
667.2
|
|
|
669.9
|
|
|
666.0
|
|
||||
III.
|
|
Profit per share of common stock:
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Assuming no dilution (A/B)
|
$
|
2.60
|
|
|
$
|
1.57
|
|
|
$
|
5.04
|
|
|
$
|
3.48
|
|
|
|
Assuming full dilution (A/C)
2
|
$
|
2.54
|
|
|
$
|
1.52
|
|
|
$
|
4.90
|
|
|
$
|
3.36
|
|
1
Profit attributable to common stockholders.
2
Diluted by assumed exercise of stock-based compensation awards using the treasury stock method.
|
▪
|
Machinery and Power Systems segment net assets generally include inventories, receivables, property, plant and equipment, goodwill, intangibles and accounts payable. Liabilities other than accounts payable are generally managed at the corporate level and are not included in segment operations. Financial Products Segment assets generally include all categories of assets.
|
▪
|
Segment inventories and cost of sales are valued using a current cost methodology.
|
▪
|
Goodwill allocated to segments is amortized using a fixed amount based on a twenty year useful life. This methodology difference only impacts segment assets; no goodwill amortization expense is included in segment profit.
|
▪
|
The present value of future lease payments for certain Machinery and Power Systems operating leases is included in segment assets. The estimated financing component of the lease payments is excluded.
|
▪
|
Currency exposures for Machinery and Power Systems 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 profit. 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.
|
▪
|
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.
|
▪
|
Machinery and Power Systems segment profit is determined on a pretax basis and excludes interest expense, gains and losses on interest rate swaps and other income/expense items. Financial Products Segment profit is determined on a pretax basis and includes other income/expense items.
|
▪
|
Corporate costs:
These costs are related to corporate requirements and strategies that are considered to be for the benefit of the entire organization.
|
▪
|
Methodology differences:
See previous discussion of significant accounting differences between segment reporting and consolidated external reporting.
|
▪
|
Timing:
Timing differences in the recognition of costs between segment reporting and consolidated external reporting.
|
|
|
|
|
|
|
2012
|
||||||||||||||||||||||||||
|
External
sales and
revenues
|
|
Inter-
segment
sales &
revenues
|
|
Total sales
and
revenues
|
|
Depreciation
and
amortization
|
|
Segment
profit
|
|
Segment
assets at June 30
|
|
Capital
expenditures
|
||||||||||||||
Construction Industries
|
$
|
5,340
|
|
|
$
|
123
|
|
|
$
|
5,463
|
|
|
$
|
139
|
|
|
$
|
688
|
|
|
$
|
9,771
|
|
|
$
|
219
|
|
Resource Industries
|
5,390
|
|
|
328
|
|
|
5,718
|
|
|
168
|
|
|
1,426
|
|
|
13,499
|
|
|
242
|
|
|||||||
Power Systems
|
5,511
|
|
|
680
|
|
|
6,191
|
|
|
147
|
|
|
982
|
|
|
9,496
|
|
|
237
|
|
|||||||
Machinery and Power Systems
|
$
|
16,241
|
|
|
$
|
1,131
|
|
|
$
|
17,372
|
|
|
$
|
454
|
|
|
$
|
3,096
|
|
|
$
|
32,766
|
|
|
$
|
698
|
|
Financial Products Segment
|
764
|
|
|
—
|
|
|
764
|
|
|
177
|
|
|
188
|
|
|
34,451
|
|
|
457
|
|
|||||||
Total
|
$
|
17,005
|
|
|
$
|
1,131
|
|
|
$
|
18,136
|
|
|
$
|
631
|
|
|
$
|
3,284
|
|
|
$
|
67,217
|
|
|
$
|
1,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
2011
|
||||||||||||||||||||||||||
|
External
sales and
revenues
|
|
Inter-
segment
sales &
revenues
|
|
Total sales
and
revenues
|
|
Depreciation
and
amortization
|
|
Segment
profit
|
|
Segment
assets at
December 31
|
|
Capital
expenditures
|
||||||||||||||
Construction Industries
|
$
|
4,941
|
|
|
$
|
124
|
|
|
$
|
5,065
|
|
|
$
|
126
|
|
|
$
|
482
|
|
|
$
|
7,942
|
|
|
$
|
158
|
|
Resource Industries
|
3,206
|
|
|
284
|
|
|
3,490
|
|
|
72
|
|
|
796
|
|
|
12,292
|
|
|
105
|
|
|||||||
Power Systems
|
4,918
|
|
|
541
|
|
|
5,459
|
|
|
129
|
|
|
736
|
|
|
8,748
|
|
|
132
|
|
|||||||
Machinery and Power Systems
|
$
|
13,065
|
|
|
$
|
949
|
|
|
$
|
14,014
|
|
|
$
|
327
|
|
|
$
|
2,014
|
|
|
$
|
28,982
|
|
|
$
|
395
|
|
Financial Products Segment
|
764
|
|
|
—
|
|
|
764
|
|
|
182
|
|
|
172
|
|
|
31,747
|
|
|
339
|
|
|||||||
Total
|
$
|
13,829
|
|
|
$
|
949
|
|
|
$
|
14,778
|
|
|
$
|
509
|
|
|
$
|
2,186
|
|
|
$
|
60,729
|
|
|
$
|
734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
||||||||||||||||||||||||||
|
External
sales and
revenues
|
|
Inter-
segment
sales &
revenues
|
|
Total sales
and
revenues
|
|
Depreciation
and
amortization
|
|
Segment
profit
|
|
Segment
assets at
June 30
|
|
Capital
expenditures
|
||||||||||||||
Construction Industries
|
$
|
10,402
|
|
|
$
|
253
|
|
|
$
|
10,655
|
|
|
$
|
270
|
|
|
$
|
1,304
|
|
|
$
|
9,771
|
|
|
$
|
350
|
|
Resource Industries
|
10,168
|
|
|
656
|
|
|
10,824
|
|
|
331
|
|
|
2,594
|
|
|
13,499
|
|
|
374
|
|
|||||||
Power Systems
|
10,498
|
|
|
1,355
|
|
|
11,853
|
|
|
285
|
|
|
1,794
|
|
|
9,496
|
|
|
366
|
|
|||||||
Machinery and Power Systems
|
$
|
31,068
|
|
|
$
|
2,264
|
|
|
$
|
33,332
|
|
|
$
|
886
|
|
|
$
|
5,692
|
|
|
$
|
32,766
|
|
|
$
|
1,090
|
|
Financial Products Segment
|
1,525
|
|
|
—
|
|
|
1,525
|
|
|
351
|
|
|
393
|
|
|
34,451
|
|
|
800
|
|
|||||||
Total
|
$
|
32,593
|
|
|
$
|
2,264
|
|
|
$
|
34,857
|
|
|
$
|
1,237
|
|
|
$
|
6,085
|
|
|
$
|
67,217
|
|
|
$
|
1,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
2011
|
||||||||||||||||||||||||||
|
External
sales and
revenues
|
|
Inter-
segment
sales &
revenues
|
|
Total sales
and
revenues
|
|
Depreciation
and
amortization
|
|
Segment
profit
|
|
Segment
assets at
December 31
|
|
Capital
expenditures
|
||||||||||||||
Construction Industries
|
$
|
9,412
|
|
|
$
|
271
|
|
|
$
|
9,683
|
|
|
$
|
246
|
|
|
$
|
1,026
|
|
|
$
|
7,942
|
|
|
$
|
237
|
|
Resource Industries
|
5,974
|
|
|
558
|
|
|
6,532
|
|
|
143
|
|
|
1,592
|
|
|
12,292
|
|
|
161
|
|
|||||||
Power Systems
|
9,367
|
|
|
1,095
|
|
|
10,462
|
|
|
265
|
|
|
1,436
|
|
|
8,748
|
|
|
217
|
|
|||||||
Machinery and Power Systems
|
$
|
24,753
|
|
|
$
|
1,924
|
|
|
$
|
26,677
|
|
|
$
|
654
|
|
|
$
|
4,054
|
|
|
$
|
28,982
|
|
|
$
|
615
|
|
Financial Products Segment
|
1,494
|
|
|
—
|
|
|
1,494
|
|
|
358
|
|
|
308
|
|
|
31,747
|
|
|
519
|
|
|||||||
Total
|
$
|
26,247
|
|
|
$
|
1,924
|
|
|
$
|
28,171
|
|
|
$
|
1,012
|
|
|
$
|
4,362
|
|
|
$
|
60,729
|
|
|
$
|
1,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Consolidated profit before taxes:
|
|
|
|
|
|
||||||
(Millions of dollars)
|
Machinery
and Power
Systems
|
|
Financial
Products
|
|
Consolidated
Total
|
||||||
Three Months Ended June 30, 2012
|
|
|
|
|
|
||||||
Total profit from reportable segments
|
$
|
3,096
|
|
|
$
|
188
|
|
|
$
|
3,284
|
|
All Other operating segment
|
188
|
|
|
—
|
|
|
188
|
|
|||
Cost centers
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Corporate costs
|
(400
|
)
|
|
—
|
|
|
(400
|
)
|
|||
Timing
|
(137
|
)
|
|
—
|
|
|
(137
|
)
|
|||
Methodology differences:
|
|
|
|
|
|
|
|
||||
Inventory/cost of sales
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||
Postretirement benefit expense
|
(145
|
)
|
|
—
|
|
|
(145
|
)
|
|||
Financing costs
|
(112
|
)
|
|
—
|
|
|
(112
|
)
|
|||
Equity in profit of unconsolidated affiliated companies
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Currency
|
9
|
|
|
—
|
|
|
9
|
|
|||
Other income/expense methodology differences
|
(74
|
)
|
|
—
|
|
|
(74
|
)
|
|||
Other methodology differences
|
4
|
|
|
(4
|
)
|
|
—
|
|
|||
Total profit before taxes
|
$
|
2,392
|
|
|
$
|
184
|
|
|
$
|
2,576
|
|
|
|
|
|
|
|
||||||
Three Months Ended June 30, 2011
|
|
|
|
|
|
|
|
|
|||
Total profit from reportable segments
|
$
|
2,014
|
|
|
$
|
172
|
|
|
$
|
2,186
|
|
All Other operating segment
|
122
|
|
|
—
|
|
|
122
|
|
|||
Cost centers
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||
Corporate costs
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|||
Timing
|
(93
|
)
|
|
—
|
|
|
(93
|
)
|
|||
Methodology differences:
|
|
|
|
|
|
|
|||||
Inventory/cost of sales
|
16
|
|
|
—
|
|
|
16
|
|
|||
Postretirement benefit expense
|
(166
|
)
|
|
—
|
|
|
(166
|
)
|
|||
Financing costs
|
(89
|
)
|
|
—
|
|
|
(89
|
)
|
|||
Equity in profit of unconsolidated affiliated companies
|
10
|
|
|
—
|
|
|
10
|
|
|||
Currency
|
(93
|
)
|
|
—
|
|
|
(93
|
)
|
|||
Interest rate swaps
|
(124
|
)
|
|
—
|
|
|
(124
|
)
|
|||
Other income/expense methodology differences
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
|||
Other methodology differences
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|||
Total profit before taxes
|
$
|
1,177
|
|
|
$
|
173
|
|
|
$
|
1,350
|
|
|
|
|
|
|
|
Reconciliation of Consolidated profit before taxes:
|
|
|
|
|
|
||||||
(Millions of dollars)
|
Machinery
and Power
Systems
|
|
Financial
Products
|
|
Consolidated
Total
|
||||||
Six Months Ended June 30, 2012
|
|
|
|
|
|
||||||
Total profit from reportable segments
|
$
|
5,692
|
|
|
$
|
393
|
|
|
$
|
6,085
|
|
All Other operating segment
|
406
|
|
|
—
|
|
|
406
|
|
|||
Cost centers
|
23
|
|
|
—
|
|
|
23
|
|
|||
Corporate costs
|
(760
|
)
|
|
—
|
|
|
(760
|
)
|
|||
Timing
|
(288
|
)
|
|
—
|
|
|
(288
|
)
|
|||
Methodology differences:
|
|
|
|
|
|
|
|||||
Inventory/cost of sales
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|||
Postretirement benefit expense
|
(331
|
)
|
|
—
|
|
|
(331
|
)
|
|||
Financing costs
|
(227
|
)
|
|
—
|
|
|
(227
|
)
|
|||
Equity in profit of unconsolidated affiliated companies
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Currency
|
140
|
|
|
—
|
|
|
140
|
|
|||
Other income/expense methodology differences
|
(135
|
)
|
|
—
|
|
|
(135
|
)
|
|||
Other methodology differences
|
6
|
|
|
(3
|
)
|
|
3
|
|
|||
Total profit before taxes
|
$
|
4,484
|
|
|
$
|
390
|
|
|
$
|
4,874
|
|
|
|
|
|
|
|
||||||
Six Months Ended June 30, 2011
|
|
|
|
|
|
|
|
|
|||
Total profit from reportable segments
|
$
|
4,054
|
|
|
$
|
308
|
|
|
$
|
4,362
|
|
All Other operating segment
|
367
|
|
|
—
|
|
|
367
|
|
|||
Cost centers
|
1
|
|
|
—
|
|
|
1
|
|
|||
Corporate costs
|
(571
|
)
|
|
—
|
|
|
(571
|
)
|
|||
Timing
|
(169
|
)
|
|
—
|
|
|
(169
|
)
|
|||
Methodology differences:
|
|
|
|
|
|
||||||
Inventory/cost of sales
|
22
|
|
|
—
|
|
|
22
|
|
|||
Postretirement benefit expense
|
(358
|
)
|
|
—
|
|
|
(358
|
)
|
|||
Financing costs
|
(178
|
)
|
|
—
|
|
|
(178
|
)
|
|||
Equity in profit of unconsolidated affiliated companies
|
18
|
|
|
—
|
|
|
18
|
|
|||
Currency
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
|||
Interest rate swaps
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
|||
Other income/expense methodology differences
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
|||
Other methodology differences
|
(4
|
)
|
|
3
|
|
|
(1
|
)
|
|||
Total profit before taxes
|
$
|
2,802
|
|
|
$
|
311
|
|
|
$
|
3,113
|
|
|
|
|
|
|
|
Reconciliation of Assets:
|
|
|
|
|
|
|
|
||||||||
(Millions of dollars)
|
Machinery
and Power
Systems
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||
June 30, 2012
|
|
|
|
|
|
|
|
||||||||
Total assets from reportable segments
|
$
|
32,766
|
|
|
$
|
34,451
|
|
|
$
|
—
|
|
|
$
|
67,217
|
|
All Other operating segment
|
2,029
|
|
|
—
|
|
|
—
|
|
|
2,029
|
|
||||
Items not included in segment assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and short-term investments
|
2,810
|
|
|
—
|
|
|
—
|
|
|
2,810
|
|
||||
Intercompany receivables
|
54
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
||||
Investment in Financial Products
|
4,011
|
|
|
—
|
|
|
(4,011
|
)
|
|
—
|
|
||||
Deferred income taxes
|
4,107
|
|
|
—
|
|
|
(542
|
)
|
|
3,565
|
|
||||
Goodwill, intangible assets and other assets
|
3,988
|
|
|
—
|
|
|
—
|
|
|
3,988
|
|
||||
Operating lease methodology difference
|
(549
|
)
|
|
—
|
|
|
—
|
|
|
(549
|
)
|
||||
Liabilities included in segment assets
|
13,061
|
|
|
—
|
|
|
—
|
|
|
13,061
|
|
||||
Inventory methodology differences
|
(3,164
|
)
|
|
—
|
|
|
—
|
|
|
(3,164
|
)
|
||||
Other
|
96
|
|
|
(137
|
)
|
|
(78
|
)
|
|
(119
|
)
|
||||
Total assets
|
$
|
59,209
|
|
|
$
|
34,314
|
|
|
$
|
(4,685
|
)
|
|
$
|
88,838
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets from reportable segments
|
$
|
28,982
|
|
|
$
|
31,747
|
|
|
$
|
—
|
|
|
$
|
60,729
|
|
All Other operating segment
|
2,035
|
|
|
—
|
|
|
—
|
|
|
2,035
|
|
||||
Items not included in segment assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and short-term investments
|
1,829
|
|
|
—
|
|
|
—
|
|
|
1,829
|
|
||||
Intercompany receivables
|
75
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
||||
Investment in Financial Products
|
4,035
|
|
|
—
|
|
|
(4,035
|
)
|
|
—
|
|
||||
Deferred income taxes
|
4,109
|
|
|
—
|
|
|
(533
|
)
|
|
3,576
|
|
||||
Goodwill, intangible assets and other assets
|
4,461
|
|
|
—
|
|
|
—
|
|
|
4,461
|
|
||||
Operating lease methodology difference
|
(511
|
)
|
|
—
|
|
|
—
|
|
|
(511
|
)
|
||||
Liabilities included in segment assets
|
12,088
|
|
|
—
|
|
|
—
|
|
|
12,088
|
|
||||
Inventory methodology differences
|
(2,786
|
)
|
|
—
|
|
|
—
|
|
|
(2,786
|
)
|
||||
Other
|
362
|
|
|
(194
|
)
|
|
(143
|
)
|
|
25
|
|
||||
Total assets
|
$
|
54,679
|
|
|
$
|
31,553
|
|
|
$
|
(4,786
|
)
|
|
$
|
81,446
|
|
|
|
|
|
|
|
|
|
Reconciliations of Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
(Millions of dollars)
|
Machinery
and Power
Systems
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||
Three Months Ended June 30, 2012
|
|
|
|
|
|
|
|
||||||||
Total depreciation and amortization from reportable segments
|
$
|
454
|
|
|
$
|
177
|
|
|
$
|
—
|
|
|
$
|
631
|
|
Items not included in segment depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
All Other operating segment
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||
Cost centers
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||
Other
|
(11
|
)
|
|
6
|
|
|
—
|
|
|
(5
|
)
|
||||
Total depreciation and amortization
|
$
|
506
|
|
|
$
|
183
|
|
|
$
|
—
|
|
|
$
|
689
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation and amortization from reportable segments
|
$
|
327
|
|
|
$
|
182
|
|
|
$
|
—
|
|
|
$
|
509
|
|
Items not included in segment depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
All Other operating segment
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||
Cost centers
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||
Other
|
28
|
|
|
2
|
|
|
—
|
|
|
30
|
|
||||
Total depreciation and amortization
|
$
|
415
|
|
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
599
|
|
|
|
|
|
|
|
|
|
Reconciliations of Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
(Millions of dollars)
|
Machinery
and Power
Systems
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||
Six Months Ended June 30, 2012
|
|
|
|
|
|
|
|
||||||||
Total depreciation and amortization from reportable segments
|
$
|
886
|
|
|
$
|
351
|
|
|
$
|
—
|
|
|
$
|
1,237
|
|
Items not included in segment depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
||||||
All Other operating segment
|
84
|
|
|
—
|
|
|
—
|
|
|
84
|
|
||||
Cost centers
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||
Other
|
(23
|
)
|
|
11
|
|
|
—
|
|
|
(12
|
)
|
||||
Total depreciation and amortization
|
$
|
988
|
|
|
$
|
362
|
|
|
$
|
—
|
|
|
$
|
1,350
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation and amortization from reportable segments
|
$
|
654
|
|
|
$
|
358
|
|
|
$
|
—
|
|
|
$
|
1,012
|
|
Items not included in segment depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
||||||
All Other operating segment
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||
Cost centers
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
||||
Other
|
33
|
|
|
6
|
|
|
—
|
|
|
39
|
|
||||
Total depreciation and amortization
|
$
|
810
|
|
|
$
|
364
|
|
|
$
|
—
|
|
|
$
|
1,174
|
|
|
|
|
|
|
|
|
|
Reconciliations of Capital expenditures:
|
|
|
|
|
|
|
|
||||||||
(Millions of dollars)
|
Machinery
and Power
Systems
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||
Three Months Ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total capital expenditures from reportable segments
|
$
|
698
|
|
|
$
|
457
|
|
|
$
|
—
|
|
|
$
|
1,155
|
|
Items not included in segment capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
||||
All Other operating segment
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
||||
Cost centers
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
||||
Timing
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
||||
Other
|
(91
|
)
|
|
57
|
|
|
(29
|
)
|
|
(63
|
)
|
||||
Total capital expenditures
|
$
|
681
|
|
|
$
|
514
|
|
|
$
|
(29
|
)
|
|
$
|
1,166
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total capital expenditures from reportable segments
|
$
|
395
|
|
|
$
|
339
|
|
|
$
|
—
|
|
|
$
|
734
|
|
Items not included in segment capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
||||
All Other operating segment
|
51
|
|
|
—
|
|
|
—
|
|
|
51
|
|
||||
Cost centers
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||
Timing
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
||||
Other
|
16
|
|
|
22
|
|
|
(24
|
)
|
|
14
|
|
||||
Total capital expenditures
|
$
|
407
|
|
|
$
|
361
|
|
|
$
|
(24
|
)
|
|
$
|
744
|
|
|
|
|
|
|
|
|
|
Reconciliations of Capital expenditures:
|
|
|
|
|
|
|
|
||||||||
(Millions of dollars)
|
Machinery
and Power
Systems
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
Consolidated
Total
|
||||||||
Six Months Ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total capital expenditures from reportable segments
|
$
|
1,090
|
|
|
$
|
800
|
|
|
$
|
—
|
|
|
$
|
1,890
|
|
Items not included in segment capital expenditures:
|
|
|
|
|
|
|
|
|
|
||||||
All Other operating segment
|
154
|
|
|
—
|
|
|
—
|
|
|
154
|
|
||||
Cost centers
|
103
|
|
|
—
|
|
|
—
|
|
|
103
|
|
||||
Timing
|
321
|
|
|
—
|
|
|
—
|
|
|
321
|
|
||||
Other
|
(123
|
)
|
|
74
|
|
|
(124
|
)
|
|
(173
|
)
|
||||
Total capital expenditures
|
$
|
1,545
|
|
|
$
|
874
|
|
|
$
|
(124
|
)
|
|
$
|
2,295
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total capital expenditures from reportable segments
|
$
|
615
|
|
|
$
|
519
|
|
|
$
|
—
|
|
|
$
|
1,134
|
|
Items not included in segment capital expenditures:
|
|
|
|
|
|
|
|
|
|
||||||
All Other operating segment
|
89
|
|
|
—
|
|
|
—
|
|
|
89
|
|
||||
Cost centers
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||
Timing
|
240
|
|
|
—
|
|
|
—
|
|
|
240
|
|
||||
Other
|
(3
|
)
|
|
55
|
|
|
(45
|
)
|
|
7
|
|
||||
Total capital expenditures
|
$
|
975
|
|
|
$
|
574
|
|
|
$
|
(45
|
)
|
|
$
|
1,504
|
|
|
|
|
|
|
|
|
|
▪
|
Customer - Finance receivables with retail customers.
|
▪
|
Dealer - Finance receivables with Caterpillar dealers.
|
▪
|
North America - Finance receivables originated in the United States or Canada.
|
▪
|
Europe - Finance receivables originated in Europe, Africa, Middle East and the Commonwealth of Independent States.
|
▪
|
Asia Pacific - Finance receivables originated in Australia, New Zealand, China, Japan, South Korea and Southeast Asia.
|
▪
|
Mining - Finance receivables related to large mining customers worldwide.
|
▪
|
Latin America - Finance receivables originated in Central and South American countries and Mexico.
|
▪
|
Caterpillar Power Finance - Finance receivables related to marine vessels with Caterpillar engines worldwide and Caterpillar electrical power generation, gas compression and co-generation systems and non-Caterpillar equipment that is powered by these systems worldwide.
|
(Millions of dollars)
|
|
|
|
||||
|
June 30, 2012
|
|
December 31, 2011
|
||||
Customer
|
|
|
|
|
|
||
North America
|
$
|
92
|
|
|
$
|
112
|
|
Europe
|
48
|
|
|
58
|
|
||
Asia Pacific
|
30
|
|
|
24
|
|
||
Mining
|
12
|
|
|
12
|
|
||
Latin America
|
169
|
|
|
108
|
|
||
Caterpillar Power Finance
|
297
|
|
|
158
|
|
||
Total
|
$
|
648
|
|
|
$
|
472
|
|
|
|
|
|
(Millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
June 30, 2012
|
||||||||||||||||||||||||||
|
31-60
Days
Past Due
|
|
61-90
Days
Past Due
|
|
91+
Days
Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Finance
Receivables
|
|
91+ Still
Accruing
|
||||||||||||||
Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
41
|
|
|
$
|
17
|
|
|
$
|
89
|
|
|
$
|
147
|
|
|
$
|
5,516
|
|
|
$
|
5,663
|
|
|
$
|
1
|
|
Europe
|
32
|
|
|
27
|
|
|
56
|
|
|
115
|
|
|
2,204
|
|
|
2,319
|
|
|
10
|
|
|||||||
Asia Pacific
|
82
|
|
|
29
|
|
|
42
|
|
|
153
|
|
|
2,842
|
|
|
2,995
|
|
|
15
|
|
|||||||
Mining
|
4
|
|
|
—
|
|
|
12
|
|
|
16
|
|
|
1,708
|
|
|
1,724
|
|
|
—
|
|
|||||||
Latin America
|
45
|
|
|
23
|
|
|
157
|
|
|
225
|
|
|
2,354
|
|
|
2,579
|
|
|
—
|
|
|||||||
Caterpillar Power Finance
|
83
|
|
|
32
|
|
|
177
|
|
|
292
|
|
|
2,876
|
|
|
3,168
|
|
|
14
|
|
|||||||
Dealer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
North America
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,907
|
|
|
1,907
|
|
|
—
|
|
|||||||
Europe
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
69
|
|
|
—
|
|
|||||||
Asia Pacific
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|
620
|
|
|
—
|
|
|||||||
Mining
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||||
Latin America
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
681
|
|
|
681
|
|
|
—
|
|
|||||||
Total
|
$
|
287
|
|
|
$
|
128
|
|
|
$
|
533
|
|
|
$
|
948
|
|
|
$
|
20,778
|
|
|
$
|
21,726
|
|
|
$
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
December 31, 2011
|
||||||||||||||||||||||||||
|
31-60
Days
Past Due
|
|
61-90
Days
Past Due
|
|
91+
Days
Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total
Finance
Receivables
|
|
91+ Still
Accruing
|
||||||||||||||
Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
74
|
|
|
$
|
39
|
|
|
$
|
111
|
|
|
$
|
224
|
|
|
$
|
5,378
|
|
|
$
|
5,602
|
|
|
$
|
9
|
|
Europe
|
27
|
|
|
11
|
|
|
57
|
|
|
95
|
|
|
2,129
|
|
|
2,224
|
|
|
10
|
|
|||||||
Asia Pacific
|
47
|
|
|
23
|
|
|
38
|
|
|
108
|
|
|
2,769
|
|
|
2,877
|
|
|
14
|
|
|||||||
Mining
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
1,473
|
|
|
1,485
|
|
|
—
|
|
|||||||
Latin America
|
32
|
|
|
15
|
|
|
99
|
|
|
146
|
|
|
2,339
|
|
|
2,485
|
|
|
—
|
|
|||||||
Caterpillar Power Finance
|
14
|
|
|
16
|
|
|
125
|
|
|
155
|
|
|
2,765
|
|
|
2,920
|
|
|
25
|
|
|||||||
Dealer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
North America
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,689
|
|
|
1,689
|
|
|
—
|
|
|||||||
Europe
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
57
|
|
|
—
|
|
|||||||
Asia Pacific
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
161
|
|
|
—
|
|
|||||||
Mining
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Latin America
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|
480
|
|
|
—
|
|
|||||||
Total
|
$
|
194
|
|
|
$
|
104
|
|
|
$
|
442
|
|
|
$
|
740
|
|
|
$
|
19,240
|
|
|
$
|
19,980
|
|
|
$
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of dollars)
|
|
|
|
|
|
||||||
|
June 30, 2012
|
||||||||||
Allowance for Credit Losses:
|
Customer
|
|
Dealer
|
|
Total
|
||||||
Balance at beginning of year
|
$
|
360
|
|
|
$
|
6
|
|
|
$
|
366
|
|
Receivables written off
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
|||
Recoveries on receivables previously written off
|
23
|
|
|
—
|
|
|
23
|
|
|||
Provision for credit losses
|
51
|
|
|
2
|
|
|
53
|
|
|||
Other
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Balance at end of period
|
$
|
382
|
|
|
$
|
8
|
|
|
$
|
390
|
|
|
|
|
|
|
|
||||||
Allowance for Credit Losses:
|
|
|
|
|
|
|
|
|
|||
Individually evaluated for impairment
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
61
|
|
Collectively evaluated for impairment
|
321
|
|
|
8
|
|
|
329
|
|
|||
Ending Balance
|
$
|
382
|
|
|
$
|
8
|
|
|
$
|
390
|
|
|
|
|
|
|
|
||||||
Recorded Investment in Finance Receivables:
|
|
|
|
|
|
|
|
|
|||
Individually evaluated for impairment
|
$
|
632
|
|
|
$
|
—
|
|
|
$
|
632
|
|
Collectively evaluated for impairment
|
17,816
|
|
|
3,278
|
|
|
21,094
|
|
|||
Ending Balance
|
$
|
18,448
|
|
|
$
|
3,278
|
|
|
$
|
21,726
|
|
|
|
|
|
|
|
(Millions of dollars)
|
|
|
|
|
|
||||||
|
December 31, 2011
|
||||||||||
Allowance for Credit Losses:
|
Customer
|
|
Dealer
|
|
Total
|
||||||
Balance at beginning of year
|
$
|
357
|
|
|
$
|
5
|
|
|
$
|
362
|
|
Receivables written off
|
(210
|
)
|
|
—
|
|
|
(210
|
)
|
|||
Recoveries on receivables previously written off
|
52
|
|
|
—
|
|
|
52
|
|
|||
Provision for credit losses
|
167
|
|
|
1
|
|
|
168
|
|
|||
Other
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Balance at end of year
|
$
|
360
|
|
|
$
|
6
|
|
|
$
|
366
|
|
|
|
|
|
|
|
||||||
Allowance for Credit Losses:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
56
|
|
Collectively evaluated for impairment
|
304
|
|
|
6
|
|
|
310
|
|
|||
Ending Balance
|
$
|
360
|
|
|
$
|
6
|
|
|
$
|
366
|
|
|
|
|
|
|
|
||||||
Recorded Investment in Finance Receivables:
|
|
|
|
|
|
|
|
|
|||
Individually evaluated for impairment
|
$
|
575
|
|
|
$
|
—
|
|
|
$
|
575
|
|
Collectively evaluated for impairment
|
17,018
|
|
|
2,387
|
|
|
19,405
|
|
|||
Ending Balance
|
$
|
17,593
|
|
|
$
|
2,387
|
|
|
$
|
19,980
|
|
|
|
|
|
|
|
(Millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
June 30, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
Customer
|
|
Dealer
|
|
Total
|
|
Customer
|
|
Dealer
|
|
Total
|
||||||||||||
Performing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
5,571
|
|
|
$
|
1,907
|
|
|
$
|
7,478
|
|
|
$
|
5,490
|
|
|
$
|
1,689
|
|
|
$
|
7,179
|
|
Europe
|
2,271
|
|
|
69
|
|
|
2,340
|
|
|
2,166
|
|
|
57
|
|
|
2,223
|
|
||||||
Asia Pacific
|
2,965
|
|
|
620
|
|
|
3,585
|
|
|
2,853
|
|
|
161
|
|
|
3,014
|
|
||||||
Mining
|
1,712
|
|
|
1
|
|
|
1,713
|
|
|
1,473
|
|
|
—
|
|
|
1,473
|
|
||||||
Latin America
|
2,410
|
|
|
681
|
|
|
3,091
|
|
|
2,377
|
|
|
480
|
|
|
2,857
|
|
||||||
Caterpillar Power Finance
|
2,871
|
|
|
—
|
|
|
2,871
|
|
|
2,762
|
|
|
—
|
|
|
2,762
|
|
||||||
Total Performing
|
$
|
17,800
|
|
|
$
|
3,278
|
|
|
$
|
21,078
|
|
|
$
|
17,121
|
|
|
$
|
2,387
|
|
|
$
|
19,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-Performing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
92
|
|
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
112
|
|
Europe
|
48
|
|
|
—
|
|
|
48
|
|
|
58
|
|
|
—
|
|
|
58
|
|
||||||
Asia Pacific
|
30
|
|
|
—
|
|
|
30
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||||
Mining
|
12
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
Latin America
|
169
|
|
|
—
|
|
|
169
|
|
|
108
|
|
|
—
|
|
|
108
|
|
||||||
Caterpillar Power Finance
|
297
|
|
|
—
|
|
|
297
|
|
|
158
|
|
|
—
|
|
|
158
|
|
||||||
Total Non-Performing
|
$
|
648
|
|
|
$
|
—
|
|
|
$
|
648
|
|
|
$
|
472
|
|
|
$
|
—
|
|
|
$
|
472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performing & Non-Performing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
5,663
|
|
|
$
|
1,907
|
|
|
$
|
7,570
|
|
|
$
|
5,602
|
|
|
$
|
1,689
|
|
|
$
|
7,291
|
|
Europe
|
2,319
|
|
|
69
|
|
|
2,388
|
|
|
2,224
|
|
|
57
|
|
|
2,281
|
|
||||||
Asia Pacific
|
2,995
|
|
|
620
|
|
|
3,615
|
|
|
2,877
|
|
|
161
|
|
|
3,038
|
|
||||||
Mining
|
1,724
|
|
|
1
|
|
|
1,725
|
|
|
1,485
|
|
|
—
|
|
|
1,485
|
|
||||||
Latin America
|
2,579
|
|
|
681
|
|
|
3,260
|
|
|
2,485
|
|
|
480
|
|
|
2,965
|
|
||||||
Caterpillar Power Finance
|
3,168
|
|
|
—
|
|
|
3,168
|
|
|
2,920
|
|
|
—
|
|
|
2,920
|
|
||||||
Total
|
$
|
18,448
|
|
|
$
|
3,278
|
|
|
$
|
21,726
|
|
|
$
|
17,593
|
|
|
$
|
2,387
|
|
|
$
|
19,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended June 30, 2012
|
|
Three Months Ended June 30, 2011
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Number
of
Contracts
|
|
Pre-TDR
Outstanding
Recorded
Investment
|
|
Post-TDR
Outstanding
Recorded
Investment
|
|
Number
of
Contracts
|
|
Pre-TDR
Outstanding
Recorded
Investment
|
|
Post-TDR
Outstanding
Recorded
Investment
|
|
|
|
|
|
|
||||||||||
Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
North America
|
|
18
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
15
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
|
|
|
|
|
Europe
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
6
|
|
|
6
|
|
|
|
|
|
|
|
||||
Latin America
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|
|
|
|
|
|
||||
Caterpillar Power Finance
1,2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
60
|
|
|
60
|
|
|
|
|
|
|
|
||||
Total
4
|
|
18
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
49
|
|
|
$
|
75
|
|
|
$
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Six Months Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
||||||||||||||||||
|
|
Number
of
Contracts
|
|
Pre-TDR
Outstanding
Recorded
Investment
|
|
Post-TDR
Outstanding
Recorded
Investment
|
|
Number
of
Contracts
|
|
Pre-TDR
Outstanding
Recorded
Investment
|
|
Post-TDR
Outstanding
Recorded
Investment
|
||||||||||
Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
North America
|
|
41
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
39
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Europe
|
|
7
|
|
|
7
|
|
|
7
|
|
|
6
|
|
|
7
|
|
|
7
|
|
||||
Latin America
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
10
|
|
|
10
|
|
||||
Caterpillar Power Finance
1,3
|
|
5
|
|
|
32
|
|
|
32
|
|
|
31
|
|
|
113
|
|
|
113
|
|
||||
Total
4
|
|
53
|
|
|
$
|
43
|
|
|
$
|
43
|
|
|
88
|
|
|
$
|
139
|
|
|
$
|
139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
During the
three and six
months ended
June 30, 2012
,
$6 million
and
$15 million
, respectively, of additional funds were subsequently loaned to a borrower whose terms had been modified in a TDR. The additional funds loaned are not reflected in the table above as no incremental modifications have been made with the borrower during the periods presented. At
June 30, 2012
, remaining commitments to lend additional funds to a borrower whose terms have been modified in a TDR were
$7 million
.
|
2
|
Two
customers comprise
$55 million
of the
$60 million
pre-TDR and post-TDR outstanding recorded investment for the three months ended
June 30, 2011
.
|
3
|
Three
customers comprise
$32 million
of the pre-TDR and post-TDR outstanding recorded investment for the
six
months ended
June 30, 2012
.
Four
customers comprise
$105 million
of the
$113 million
pre-TDR and post-TDR outstanding recorded investment for the
six
months ended
June 30, 2011
.
|
|
(Dollars in millions)
|
Three Months Ended June 30, 2012
|
|
Three Months Ended June 30, 2011
|
|
||||||||||
|
Number of
Contracts
|
|
Post-TDR
Recorded
Investment
|
|
Number of
Contracts
|
|
Post-TDR
Recorded
Investment
|
|
||||||
Customer
|
|
|
|
|
|
|
|
|
|
|
||||
North America
|
14
|
|
|
$
|
1
|
|
|
7
|
|
|
$
|
3
|
|
|
Europe
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
||
Latin America
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||
Caterpillar Power Finance
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
||
Total
|
16
|
|
|
$
|
3
|
|
|
8
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
Six Months Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
||||||||||
|
Number of
Contracts
|
|
Post-TDR
Recorded
Investment
|
|
Number of
Contracts
|
|
Post-TDR
Recorded
Investment
|
||||||
Customer
|
|
|
|
|
|
|
|
|
|
||||
North America
|
25
|
|
|
$
|
2
|
|
|
41
|
|
|
$
|
9
|
|
Europe
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||
Latin America
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Caterpillar Power Finance
1
|
16
|
|
|
21
|
|
|
6
|
|
|
5
|
|
||
Total
|
41
|
|
|
$
|
23
|
|
|
48
|
|
|
$
|
15
|
|
|
|
|
|
|
|
|
|
|
▪
|
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.
|
(Millions of dollars)
|
June 30, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Assets / Liabilities,
at Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government debt
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury bonds
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Other U.S. and non-U.S. government bonds
|
—
|
|
|
123
|
|
|
—
|
|
|
123
|
|
||||
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
—
|
|
|
623
|
|
|
—
|
|
|
623
|
|
||||
Asset-backed securities
|
—
|
|
|
95
|
|
|
—
|
|
|
95
|
|
||||
Mortgage-backed debt securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. governmental agency
|
—
|
|
|
278
|
|
|
—
|
|
|
278
|
|
||||
Residential
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
||||
Commercial
|
—
|
|
|
137
|
|
|
—
|
|
|
137
|
|
||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Large capitalization value
|
168
|
|
|
—
|
|
|
—
|
|
|
168
|
|
||||
Smaller company growth
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||
Total available-for-sale securities
|
211
|
|
|
1,282
|
|
|
—
|
|
|
1,493
|
|
||||
Derivative financial instruments, net
|
—
|
|
|
145
|
|
|
—
|
|
|
145
|
|
||||
Total Assets
|
$
|
211
|
|
|
$
|
1,427
|
|
|
$
|
—
|
|
|
$
|
1,638
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Guarantees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
15
|
|
Total Liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
|
|
|
|
|
|
|
(Millions of dollars)
|
December 31, 2011
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Assets / Liabilities,
at Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government debt
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury bonds
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Other U.S. and non-U.S. government bonds
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
—
|
|
|
572
|
|
|
—
|
|
|
572
|
|
||||
Asset-backed securities
|
—
|
|
|
111
|
|
|
—
|
|
|
111
|
|
||||
Mortgage-backed debt securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. governmental agency
|
—
|
|
|
310
|
|
|
—
|
|
|
310
|
|
||||
Residential
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||
Commercial
|
—
|
|
|
145
|
|
|
—
|
|
|
145
|
|
||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Large capitalization value
|
148
|
|
|
—
|
|
|
—
|
|
|
148
|
|
||||
Smaller company growth
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
||||
Total available-for-sale securities
|
187
|
|
|
1,260
|
|
|
—
|
|
|
1,447
|
|
||||
Derivative financial instruments, net
|
—
|
|
|
145
|
|
|
—
|
|
|
145
|
|
||||
Total Assets
|
$
|
187
|
|
|
$
|
1,405
|
|
|
$
|
—
|
|
|
$
|
1,592
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Guarantees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Total Liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
(Millions of dollars)
|
|
Guarantees
|
||
Balance at December 31, 2011
|
|
$
|
7
|
|
Acquisitions
|
|
6
|
|
|
Issuance of guarantees
|
|
3
|
|
|
Expiration of guarantees
|
|
(1
|
)
|
|
Balance at June 30, 2012
|
|
$
|
15
|
|
|
|
|
||
Balance at December 31, 2010
|
|
$
|
10
|
|
Issuance of guarantees
|
|
1
|
|
|
Expiration of guarantees
|
|
(4
|
)
|
|
Balance at June 30, 2011
|
|
$
|
7
|
|
|
|
|
Fair Value of Financial Instruments
|
||||||||||||||||||||
|
|
June 30, 2012
|
|
December 31, 2011
|
|
|
|
|
||||||||||||
(Millions of dollars)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Fair Value Levels
|
|
Reference
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and short-term investments
|
|
$
|
5,103
|
|
|
$
|
5,103
|
|
|
$
|
3,057
|
|
|
$
|
3,057
|
|
|
1
|
|
|
Restricted cash and short-term investments
|
|
189
|
|
|
189
|
|
|
87
|
|
|
87
|
|
|
1
|
|
|
||||
Available-for-sale securities
|
|
1,493
|
|
|
1,493
|
|
|
1,447
|
|
|
1,447
|
|
|
1 & 2
|
|
Note 8
|
||||
Finance receivables—net (excluding finance leases
1
)
|
|
14,146
|
|
|
14,079
|
|
|
12,689
|
|
|
12,516
|
|
|
2
|
|
Note 15
|
||||
Wholesale inventory receivables—net (excluding finance leases
1
)
|
|
1,441
|
|
|
1,372
|
|
|
1,591
|
|
|
1,505
|
|
|
2
|
|
Note 15
|
||||
Interest rate swaps—net
|
|
235
|
|
|
235
|
|
|
241
|
|
|
241
|
|
|
2
|
|
Note 4
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term borrowings
|
|
5,047
|
|
|
5,047
|
|
|
3,988
|
|
|
3,988
|
|
|
1
|
|
|
||||
Long-term debt (including amounts due within one year)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Machinery and Power Systems
|
|
10,438
|
|
|
12,370
|
|
|
8,973
|
|
|
10,737
|
|
|
2
|
|
|
||||
Financial Products
|
|
23,831
|
|
|
24,859
|
|
|
21,631
|
|
|
22,674
|
|
|
2
|
|
|
||||
Foreign currency contracts—net
|
|
87
|
|
|
87
|
|
|
89
|
|
|
89
|
|
|
2
|
|
Note 4
|
||||
Commodity contracts—net
|
|
3
|
|
|
3
|
|
|
7
|
|
|
7
|
|
|
2
|
|
Note 4
|
||||
Guarantees
|
|
15
|
|
|
15
|
|
|
7
|
|
|
7
|
|
|
3
|
|
Note 10
|
|
|
|
|
|
(Millions of dollars)
|
June 30,
2012 |
|
December 31,
2011 |
||||
|
|
|
|
||||
Receivables - trade and other
|
$
|
186
|
|
|
$
|
25
|
|
Prepaid expenses and other current assets
|
10
|
|
|
—
|
|
||
Inventory
|
141
|
|
|
109
|
|
||
Current assets
|
$
|
337
|
|
|
$
|
134
|
|
|
|
|
|
||||
Property plant and equipment - net
|
$
|
222
|
|
|
$
|
28
|
|
Intangible assets
|
136
|
|
|
186
|
|
||
Goodwill
|
191
|
|
|
296
|
|
||
Other assets
|
62
|
|
|
—
|
|
||
Non-current assets
|
$
|
611
|
|
|
$
|
510
|
|
|
|
|
|
||||
Accounts payable
|
$
|
19
|
|
|
$
|
—
|
|
Accrued expenses
|
15
|
|
|
—
|
|
||
Accrued wages, salaries and employee benefits
|
30
|
|
|
—
|
|
||
Current liabilities
|
$
|
64
|
|
|
$
|
—
|
|
|
|
|
|
||||
Other liabilities
|
$
|
44
|
|
|
$
|
—
|
|
Liability for postemployment benefits
|
55
|
|
|
—
|
|
||
Long-term liabilities
|
$
|
99
|
|
|
$
|
—
|
|
|
|
|
|
(Millions of dollars)
|
|
|
||
|
|
Total
|
||
Liability balance at December 31, 2010
|
$
|
22
|
|
|
|
|
|||
Increase in liability (separation charges)
|
$
|
112
|
|
|
Reduction in liability (payments and other adjustments)
|
(44
|
)
|
||
Liability balance at December 31, 2011
|
$
|
90
|
|
|
|
|
|||
Increase in liability (separation charges)
|
$
|
41
|
|
|
Reduction in liability (payments and other adjustments)
|
(117
|
)
|
||
Liability balance at June 30, 2012
|
$
|
14
|
|
|
|
|
▪
|
Second-quarter sales and revenues of $17.374 billion were an all-time high and were 22 percent higher than the second quarter of 2011. Excluding the effect of acquisitions, sales and revenues increased 12 percent from the second quarter of 2011.
|
▪
|
Profit per share was $2.54 in the second quarter of 2012, the highest quarterly profit per share in our history. Second-quarter 2012 profit per share increased $1.02 from the second quarter of 2011.
|
▪
|
Machinery & Power Systems (M&PS)
operating cash flow was $1.281 billion in the second quarter of 2012, compared with $2.467 billion in the second quarter of 2011. The decrease was due to unfavorable changes in working capital, partially offset by higher profit.
|
▪
|
M&PS
debt-to-capital ratio
was 40.9 percent at the end of the second quarter of 2012, up slightly from 40.5 percent at the end of the first quarter of 2012 due to the issuance of $1.5 billion of long-term debt in June 2012.
|
▪
|
The liquidity position also continued to strengthen in the second quarter. Total cash on a consolidated basis was $5.1 billion, an increase of $2.2 billion from the end of the first quarter.
|
▪
|
Glossary of terms is included on pages 69-70; first occurrence of terms shown in bold italics.
|
▪
|
Information on non-GAAP financial measures is included on pages 79-80.
|
Impact of Bucyrus on Profit
|
|||||||
|
|
|
|
||||
(Millions of dollars)
|
|
|
|
||||
Impact Excluding Divestitures
|
Second Quarter 2011
|
|
Second Quarter 2012
|
||||
Sales
|
$
|
—
|
|
|
$
|
1,176
|
|
Cost of goods sold
|
—
|
|
|
(872
|
)
|
||
SG&A
|
(31
|
)
|
|
(174
|
)
|
||
R&D
|
—
|
|
|
(32
|
)
|
||
Other operating (income) expenses
|
—
|
|
|
(1
|
)
|
||
Operating profit (loss)
|
(31
|
)
|
|
97
|
|
||
Interest expense
|
(11
|
)
|
|
(35
|
)
|
||
Other income (expense)
|
(162
|
)
|
|
7
|
|
||
|
|
|
|
||||
Profit (loss) before tax
|
(204
|
)
|
|
69
|
|
||
Income tax (provision) benefit
|
72
|
|
|
(24
|
)
|
||
Profit (loss)
|
$
|
(132
|
)
|
|
$
|
45
|
|
|
|
|
|
||||
|
|
|
|
||||
Distribution Business Divestiture Impact
|
|
|
|
||||
SG&A
|
$
|
—
|
|
|
$
|
(57
|
)
|
Other operating (income) expenses
|
—
|
|
|
160
|
|
||
Operating profit (loss)
|
—
|
|
|
103
|
|
||
Income tax (provision) benefit
|
—
|
|
|
(111
|
)
|
||
Profit (loss)
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
|
|
|
▪
|
Interest expense excluding Financial Products
increased $20 million from the second quarter of 2011 due to long-term debt issued in 2011 relating to the acquisition of Bucyrus.
|
▪
|
Other income/expense
was income of
$70 million compared with expense of $161 million in the second quarter of 2011. The change was primarily due to the absence of second-quarter 2011 losses of $162 million on interest rate swaps and credit facility fees associated with the debt issuance for the Bucyrus acquisition and the favorable impact of currency gains and losses.
|
▪
|
The provision for income taxes
in the second quarter of 2012 reflects an estimated annual tax rate of 30.5 percent compared with 29 percent for the second quarter of 2011 and 26.5 percent for the full-year 2011, excluding the items discussed below. The increase from 26.5 percent to 30.5 percent is primarily due to expected changes in our geographic mix of profits from a tax perspective and the expiration of the U.S. research and development tax credit.
|
Sales and Revenues by Geographic Region
|
(Millions of dollars)
|
Total
|
|
%
Change
|
|
North
America
|
|
%
Change
|
|
Latin
America
|
|
%
Change
|
|
EAME
|
|
%
Change
|
|
Asia/
Pacific
|
|
%
Change
|
|||||||||||||||
Second Quarter 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction Industries
1
|
$
|
5,340
|
|
|
8
|
%
|
|
$
|
1,966
|
|
|
42
|
%
|
|
$
|
731
|
|
|
(3
|
)%
|
|
$
|
1,332
|
|
|
—
|
%
|
|
$
|
1,311
|
|
|
(11
|
)%
|
Resource Industries
2
|
5,390
|
|
|
68
|
%
|
|
1,589
|
|
|
55
|
%
|
|
876
|
|
|
40
|
%
|
|
1,142
|
|
|
62
|
%
|
|
1,783
|
|
|
110
|
%
|
|||||
Power Systems
3
|
5,511
|
|
|
12
|
%
|
|
2,373
|
|
|
20
|
%
|
|
618
|
|
|
(4
|
)%
|
|
1,474
|
|
|
11
|
%
|
|
1,046
|
|
|
8
|
%
|
|||||
All Other Segment
4
|
454
|
|
|
(4
|
)%
|
|
217
|
|
|
5
|
%
|
|
17
|
|
|
(32
|
)%
|
|
135
|
|
|
(16
|
)%
|
|
85
|
|
|
1
|
%
|
|||||
Corporate Items and Eliminations
|
(11
|
)
|
|
—
|
|
|
(13
|
)
|
|
|
|
—
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|||||||||
Machinery & Power Systems Sales
|
16,684
|
|
|
23
|
%
|
|
6,132
|
|
|
34
|
%
|
|
2,242
|
|
|
9
|
%
|
|
4,084
|
|
|
16
|
%
|
|
4,226
|
|
|
25
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Financial Products Segment
|
764
|
|
|
—
|
%
|
|
417
|
|
|
(3
|
)%
|
|
97
|
|
|
8
|
%
|
|
102
|
|
|
(8
|
)%
|
|
148
|
|
|
13
|
%
|
|||||
Corporate Items and Eliminations
|
(74
|
)
|
|
|
|
(48
|
)
|
|
|
|
(8
|
)
|
|
|
|
(8
|
)
|
|
|
|
(10
|
)
|
|
|
|
|||||||||
Financial Products Revenues
|
690
|
|
|
(1
|
)%
|
|
369
|
|
|
(4
|
)%
|
|
89
|
|
|
6
|
%
|
|
94
|
|
|
(10
|
)%
|
|
138
|
|
|
12
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consolidated Sales and Revenues
|
$
|
17,374
|
|
|
22
|
%
|
|
$
|
6,501
|
|
|
31
|
%
|
|
$
|
2,331
|
|
|
9
|
%
|
|
$
|
4,178
|
|
|
15
|
%
|
|
$
|
4,364
|
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Second Quarter 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction Industries
1
|
$
|
4,941
|
|
|
|
|
$
|
1,385
|
|
|
|
|
$
|
755
|
|
|
|
|
$
|
1,334
|
|
|
|
|
$
|
1,467
|
|
|
|
|
||||
Resource Industries
2
|
3,206
|
|
|
|
|
1,026
|
|
|
|
|
626
|
|
|
|
|
703
|
|
|
|
|
851
|
|
|
|
|
|||||||||
Power Systems
3
|
4,918
|
|
|
|
|
1,976
|
|
|
|
|
647
|
|
|
|
|
1,329
|
|
|
|
|
966
|
|
|
|
|
|||||||||
All Other Segment
4
|
475
|
|
|
|
|
206
|
|
|
|
|
25
|
|
|
|
|
160
|
|
|
|
|
84
|
|
|
|
|
|||||||||
Corporate Items and Eliminations
|
(5
|
)
|
|
|
|
(5
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||||||
Machinery & Power Systems Sales
|
13,535
|
|
|
|
|
|
4,588
|
|
|
|
|
|
2,053
|
|
|
|
|
|
3,526
|
|
|
|
|
|
3,368
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Financial Products Segment
|
764
|
|
|
|
|
432
|
|
|
|
|
90
|
|
|
|
|
111
|
|
|
|
|
131
|
|
|
|
|
|||||||||
Corporate Items and Eliminations
|
(69
|
)
|
|
|
|
(49
|
)
|
|
|
|
(6
|
)
|
|
|
|
(6
|
)
|
|
|
|
(8
|
)
|
|
|
|
|||||||||
Financial Products Revenues
|
695
|
|
|
|
|
|
383
|
|
|
|
|
|
84
|
|
|
|
|
|
105
|
|
|
|
|
|
123
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consolidated Sales and Revenues
|
$
|
14,230
|
|
|
|
|
|
$
|
4,971
|
|
|
|
|
|
$
|
2,137
|
|
|
|
|
|
$
|
3,631
|
|
|
|
|
|
$
|
3,491
|
|
|
|
|
|
Sales and Revenues by Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(Millions of dollars)
|
Second Quarter 2011
|
|
Sales
Volume
|
|
Price
Realization
|
|
Currency
|
|
Acquisitions
|
|
Other
|
|
Second Quarter 2012
|
|
$
Change
|
|
%
Change
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Construction Industries
|
$
|
4,941
|
|
|
$
|
385
|
|
|
$
|
140
|
|
|
$
|
(126
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,340
|
|
|
$
|
399
|
|
|
8
|
%
|
Resource Industries
|
3,206
|
|
|
808
|
|
|
237
|
|
|
(37
|
)
|
|
1,176
|
|
|
—
|
|
|
5,390
|
|
|
2,184
|
|
|
68
|
%
|
||||||||
Power Systems
|
4,918
|
|
|
374
|
|
|
98
|
|
|
(75
|
)
|
|
196
|
|
|
—
|
|
|
5,511
|
|
|
593
|
|
|
12
|
%
|
||||||||
All Other Segment
|
475
|
|
|
(10
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
454
|
|
|
(21
|
)
|
|
(4
|
)%
|
||||||||
Corporate Items and Eliminations
|
(5
|
)
|
|
(30
|
)
|
|
25
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(6
|
)
|
|
|
|
||||||||
Machinery & Power Systems Sales
|
13,535
|
|
|
1,527
|
|
|
499
|
|
|
(249
|
)
|
|
1,372
|
|
|
—
|
|
|
16,684
|
|
|
3,149
|
|
|
23
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Financial Products Segment
|
764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
764
|
|
|
—
|
|
|
—
|
%
|
||||||||
Corporate Items and Eliminations
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(74
|
)
|
|
(5
|
)
|
|
|
|
||||||||
Financial Products Revenues
|
695
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
690
|
|
|
(5
|
)
|
|
(1
|
)%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Consolidated Sales and Revenues
|
$
|
14,230
|
|
|
$
|
1,527
|
|
|
$
|
499
|
|
|
$
|
(249
|
)
|
|
$
|
1,372
|
|
|
$
|
(5
|
)
|
|
$
|
17,374
|
|
|
$
|
3,144
|
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Profit by Segment
|
|
|
|
|
|
|
|
|||||||
(Millions of dollars)
|
Second Quarter 2012
|
|
Second Quarter 2011
|
|
$ Change
|
|
%
Change
|
|||||||
Construction Industries
|
$
|
688
|
|
|
$
|
482
|
|
|
$
|
206
|
|
|
43
|
%
|
Resource Industries
|
1,426
|
|
|
796
|
|
|
630
|
|
|
79
|
%
|
|||
Power Systems
|
982
|
|
|
736
|
|
|
246
|
|
|
33
|
%
|
|||
All Other Segment
|
188
|
|
|
122
|
|
|
66
|
|
|
54
|
%
|
|||
Corporate Items and Eliminations
|
(778
|
)
|
|
(623
|
)
|
|
(155
|
)
|
|
|
|
|||
Machinery & Power Systems
|
2,506
|
|
|
1,513
|
|
|
993
|
|
|
66
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Financial Products Segment
|
188
|
|
|
172
|
|
|
16
|
|
|
9
|
%
|
|||
Corporate Items and Eliminations
|
(4
|
)
|
|
(16
|
)
|
|
12
|
|
|
|
|
|||
Financial Products
|
184
|
|
|
156
|
|
|
28
|
|
|
18
|
%
|
|||
Consolidating Adjustments
|
(74
|
)
|
|
(68
|
)
|
|
(6
|
)
|
|
|
|
|||
Consolidated Operating Profit
|
$
|
2,616
|
|
|
$
|
1,601
|
|
|
$
|
1,015
|
|
|
63
|
%
|
|
|
|
|
|
|
|
|
Impact of Bucyrus on Profit
|
|||||||
|
|||||||
(Millions of dollars)
|
|
|
|
||||
Impact Excluding Divestitures
|
Six Months Ended June 30, 2011
|
|
Six Months Ended June 30, 2012
|
||||
Sales
|
$
|
—
|
|
|
$
|
2,177
|
|
Cost of goods sold
|
—
|
|
|
(1,594
|
)
|
||
SG&A
|
(35
|
)
|
|
(331
|
)
|
||
R&D
|
—
|
|
|
(68
|
)
|
||
Other operating (income) expenses
|
—
|
|
|
(5
|
)
|
||
Operating profit (loss)
|
(35
|
)
|
|
179
|
|
||
Interest expense
|
(11
|
)
|
|
(71
|
)
|
||
Other income (expense)
|
(203
|
)
|
|
13
|
|
||
|
|
|
|
||||
Profit (loss) before tax
|
(249
|
)
|
|
121
|
|
||
Income tax (provision) benefit
|
88
|
|
|
(43
|
)
|
||
Profit (loss)
|
$
|
(161
|
)
|
|
$
|
78
|
|
|
|
|
|
||||
|
|
|
|
||||
Distribution Business Divestiture Impact
|
|
|
|
||||
SG&A
|
$
|
—
|
|
|
$
|
(83
|
)
|
Other operating (income) expenses
|
—
|
|
|
155
|
|
||
Operating profit (loss)
|
—
|
|
|
72
|
|
||
Income tax (provision) benefit
|
—
|
|
|
(100
|
)
|
||
Profit (loss)
|
$
|
—
|
|
|
$
|
(28
|
)
|
|
|
|
|
▪
|
Interest expense excluding Financial Products
increased $46 million from the six months ended June 30, 2011 due to long-term debt issued in 2011 relating to the acquisition of Bucyrus.
|
▪
|
Other income/expense
was income of
$158 million compared with expense of $144 million in the six months ended June 30, 2011. The change was primarily due to the absence of losses during the six months ended June 30, 2011 of $204 million on interest rate swaps and credit facility fees associated with the debt issuance for the Bucyrus acquisition and the favorable impact of currency gains and losses.
|
▪
|
The provision for income taxes
for the first six months of 2012 reflects an estimated annual effective tax rate of 30.5 percent compared with 29 percent for the first six months of 2011 and 26.5 percent for the full-year 2011, excluding the items discussed below. The increase from full-year 2011 is primarily due to expected changes in our geographic mix of profits from a tax perspective and the expiration of the U.S. research and development tax credit.
|
Sales and Revenues by Geographic Region
|
(Millions of dollars)
|
Total
|
|
%
Change
|
|
North
America
|
|
%
Change
|
|
Latin
America
|
|
%
Change
|
|
EAME
|
|
%
Change
|
|
Asia/
Pacific
|
|
%
Change
|
|||||||||||||||
Six months ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction Industries
1
|
$
|
10,402
|
|
|
11
|
%
|
|
$
|
3,746
|
|
|
39
|
%
|
|
$
|
1,421
|
|
|
(2
|
)%
|
|
$
|
2,565
|
|
|
5
|
%
|
|
$
|
2,670
|
|
|
(5
|
)%
|
Resource Industries
2
|
10,168
|
|
|
70
|
%
|
|
3,149
|
|
|
61
|
%
|
|
1,566
|
|
|
29
|
%
|
|
2,172
|
|
|
69
|
%
|
|
3,281
|
|
|
116
|
%
|
|||||
Power Systems
3
|
10,498
|
|
|
12
|
%
|
|
4,551
|
|
|
15
|
%
|
|
1,109
|
|
|
—
|
%
|
|
2,851
|
|
|
13
|
%
|
|
1,987
|
|
|
12
|
%
|
|||||
All Other Segment
4
|
928
|
|
|
(13
|
)%
|
|
442
|
|
|
(19
|
)%
|
|
38
|
|
|
(33
|
)%
|
|
279
|
|
|
(4
|
)%
|
|
169
|
|
|
(1
|
)%
|
|||||
Corporate Items and Eliminations
|
(24
|
)
|
|
|
|
(24
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||||||
Machinery & Power Systems Sales
|
31,972
|
|
|
24
|
%
|
|
11,864
|
|
|
30
|
%
|
|
4,134
|
|
|
8
|
%
|
|
7,867
|
|
|
20
|
%
|
|
8,107
|
|
|
29
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Financial Products Segment
|
1,525
|
|
|
2
|
%
|
|
833
|
|
|
(3
|
)%
|
|
194
|
|
|
15
|
%
|
|
205
|
|
|
(6
|
)%
|
|
293
|
|
|
19
|
%
|
|||||
Corporate Items and Eliminations
|
(142
|
)
|
|
|
|
(94
|
)
|
|
|
|
(15
|
)
|
|
|
|
(15
|
)
|
|
|
|
(18
|
)
|
|
|
||||||||||
Financial Products Revenues
|
1,383
|
|
|
1
|
%
|
|
739
|
|
|
(3
|
)%
|
|
179
|
|
|
13
|
%
|
|
190
|
|
|
(10
|
)%
|
|
275
|
|
|
18
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consolidated Sales and Revenues
|
$
|
33,355
|
|
|
23
|
%
|
|
$
|
12,603
|
|
|
27
|
%
|
|
$
|
4,313
|
|
|
8
|
%
|
|
$
|
8,057
|
|
|
19
|
%
|
|
$
|
8,382
|
|
|
28
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Six months ended June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction Industries
1
|
$
|
9,412
|
|
|
|
|
$
|
2,693
|
|
|
|
|
$
|
1,456
|
|
|
|
|
$
|
2,442
|
|
|
|
|
$
|
2,821
|
|
|
|
|
||||
Resource Industries
2
|
5,974
|
|
|
|
|
1,951
|
|
|
|
|
1,215
|
|
|
|
|
1,286
|
|
|
|
|
1,522
|
|
|
|
|
|||||||||
Power Systems
3
|
9,367
|
|
|
|
|
3,955
|
|
|
|
|
1,107
|
|
|
|
|
2,523
|
|
|
|
|
1,782
|
|
|
|
|
|||||||||
All Other Segment
4
|
1,064
|
|
|
|
|
547
|
|
|
|
|
57
|
|
|
|
|
290
|
|
|
|
|
170
|
|
|
|
|
|||||||||
Corporate Items and Eliminations
|
(5
|
)
|
|
|
|
(5
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||||||
Machinery & Power Systems Sales
|
25,812
|
|
|
|
|
|
9,141
|
|
|
|
|
|
3,835
|
|
|
|
|
|
6,541
|
|
|
|
|
|
6,295
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Financial Products Segment
|
1,494
|
|
|
|
|
861
|
|
|
|
|
169
|
|
|
|
|
218
|
|
|
|
|
246
|
|
|
|
|
|||||||||
Corporate Items and Eliminations
|
(127
|
)
|
|
|
|
(96
|
)
|
|
|
|
(10
|
)
|
|
|
|
(8
|
)
|
|
|
|
(13
|
)
|
|
|
|
|||||||||
Financial Products Revenues
|
1,367
|
|
|
|
|
|
765
|
|
|
|
|
|
159
|
|
|
|
|
|
210
|
|
|
|
|
|
233
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consolidated Sales and Revenues
|
$
|
27,179
|
|
|
|
|
|
$
|
9,906
|
|
|
|
|
|
$
|
3,994
|
|
|
|
|
|
$
|
6,751
|
|
|
|
|
|
$
|
6,528
|
|
|
|
|
|
Sales and Revenues by Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(Millions of dollars)
|
Six months ended June 30, 2011
|
|
Sales
Volume
|
|
Price
Realization
|
|
Currency
|
|
Acquisitions
|
|
Other
|
|
Six months ended June 30, 2012
|
|
$
Change
|
|
%
Change
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Construction Industries
|
$
|
9,412
|
|
|
$
|
906
|
|
|
$
|
200
|
|
|
$
|
(116
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,402
|
|
|
$
|
990
|
|
|
11
|
%
|
Resource Industries
|
5,974
|
|
|
1,642
|
|
|
414
|
|
|
(39
|
)
|
|
2,177
|
|
|
—
|
|
|
10,168
|
|
|
4,194
|
|
|
70
|
%
|
||||||||
Power Systems
|
9,367
|
|
|
709
|
|
|
169
|
|
|
(86
|
)
|
|
339
|
|
|
—
|
|
|
10,498
|
|
|
1,131
|
|
|
12
|
%
|
||||||||
All Other Segment
|
1,064
|
|
|
(124
|
)
|
|
(1
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
928
|
|
|
(136
|
)
|
|
(13
|
)%
|
||||||||
Corporate Items and Eliminations
|
(5
|
)
|
|
(41
|
)
|
|
23
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(19
|
)
|
|
|
|
||||||||
Machinery & Power Systems Sales
|
25,812
|
|
|
3,092
|
|
|
805
|
|
|
(253
|
)
|
|
2,516
|
|
|
—
|
|
|
31,972
|
|
|
6,160
|
|
|
24
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Financial Products Segment
|
1,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
1,525
|
|
|
31
|
|
|
2
|
%
|
||||||||
Corporate Items and Eliminations
|
(127
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(142
|
)
|
|
(15
|
)
|
|
|
|
||||||||
Financial Products Revenues
|
1,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
1,383
|
|
|
16
|
|
|
1
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Consolidated Sales and Revenues
|
$
|
27,179
|
|
|
$
|
3,092
|
|
|
$
|
805
|
|
|
$
|
(253
|
)
|
|
$
|
2,516
|
|
|
$
|
16
|
|
|
$
|
33,355
|
|
|
$
|
6,176
|
|
|
23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Profit by Segment
|
|
|
|
|
|
|
|
|||||||
(Millions of dollars)
|
Six months ended June 30, 2012
|
|
Six months ended June 30, 2011
|
|
$ Change
|
|
%
Change
|
|||||||
Construction Industries
|
$
|
1,304
|
|
|
$
|
1,026
|
|
|
$
|
278
|
|
|
27
|
%
|
Resource Industries
|
2,594
|
|
|
1,592
|
|
|
1,002
|
|
|
63
|
%
|
|||
Power Systems
|
1,794
|
|
|
1,436
|
|
|
358
|
|
|
25
|
%
|
|||
All Other Segment
|
406
|
|
|
367
|
|
|
39
|
|
|
11
|
%
|
|||
Corporate Items and Eliminations
|
(1,395
|
)
|
|
(1,147
|
)
|
|
(248
|
)
|
|
|
|
|||
Machinery & Power Systems
|
4,703
|
|
|
3,274
|
|
|
1,429
|
|
|
44
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Financial Products Segment
|
393
|
|
|
308
|
|
|
85
|
|
|
28
|
%
|
|||
Corporate Items and Eliminations
|
(15
|
)
|
|
(26
|
)
|
|
11
|
|
|
|
|
|||
Financial Products
|
378
|
|
|
282
|
|
|
96
|
|
|
34
|
%
|
|||
Consolidating Adjustments
|
(142
|
)
|
|
(122
|
)
|
|
(20
|
)
|
|
|
|
|||
Consolidated Operating Profit
|
$
|
4,939
|
|
|
$
|
3,434
|
|
|
$
|
1,505
|
|
|
44
|
%
|
|
|
|
|
|
|
|
|
1.
|
All Other Segment
-
Primarily includes activities such as: the remanufacturing of Cat engines and components and remanufacturing services for other companies as well as the product management, development, manufacturing, marketing and product support of undercarriage, specialty products, hardened bar stock components and ground engaging tools primarily for Caterpillar products; logistics services for Caterpillar and other companies; the product management, development, marketing, sales and product support of on-highway vocational trucks for North America (U.S. & Canada only); distribution services responsible for dealer development and administration, dealer portfolio management and ensuring the most efficient and effective distribution of machines, engines and parts; and the 50/50 joint venture with Navistar (NC2) until it became a wholly owned subsidiary of Navistar effective September 29, 2011.
|
2.
|
Caterpillar Production System
- The Caterpillar Production System is the common Order-to-Delivery process being implemented enterprise-wide to achieve our safety, quality, velocity, earnings and growth goals.
|
3.
|
Consolidating Adjustments
- Eliminations of transactions between Machinery and Power Systems and Financial Products.
|
4.
|
Construction Industries
- A segment responsible for small and core construction machines. Responsibility includes business strategy, product design, product management and development, manufacturing, marketing, and sales and product support. The product portfolio includes backhoe loaders, small wheel loaders, small track-type tractors, skid steer loaders, multi-terrain loaders, mini excavators, compact wheel loaders, select work tools, small, medium and large track excavators, wheel excavators, medium wheel loaders, medium track-type tractors, track-type loaders, motor graders and pipe layers. In addition, Construction Industries has responsibility for Power Systems and components in Japan and an integrated manufacturing cost center that supports Machinery and Power Systems businesses.
|
5.
|
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 impact on sales and operating profit for the Machinery and Power Systems 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.
|
6.
|
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 Power Systems debt (short-term borrowings plus long-term debt) and redeemable noncontrolling interest to the sum of Machinery and Power Systems debt, redeemable noncontrolling interest and stockholders' equity.
|
7.
|
EAME
- A geographic region including Europe, Africa, the Middle East and the Commonwealth of Independent States (CIS).
|
8.
|
Earning Assets
- Assets consisting primarily of total finance receivables net of unearned income, plus equipment on operating leases, less accumulated depreciation at Cat Financial.
|
9.
|
Financial Products Segment
-
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 segment also provides various forms of insurance to customers and dealers to help support the purchase and lease of our equipment.
|
10.
|
Latin America
- Geographic region including Central and South American countries and Mexico.
|
11.
|
Machinery and Power Systems (M&PS)
- Represents the aggregate total of Construction Industries, Resource Industries, Power Systems, and All Other segments and related corporate items and eliminations.
|
12.
|
Machinery and Power Systems Other Operating (Income) Expenses
- Comprised primarily of gains/losses on disposal of long-lived assets, long-lived asset impairment charges, pension curtailment charges and employee redundancy costs.
|
13.
|
Manufacturing Costs
- 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.
|
14.
|
Power Systems
- A segment responsible for the product management, development, manufacturing, marketing, sales and product support of reciprocating engine powered generator sets, integrated systems used in the electric power generation industry, reciprocating engines and integrated systems and solutions for the marine and petroleum industries; reciprocating engines supplied to the industrial industry as well as Caterpillar machinery; the product management, development, manufacturing, marketing, sales and product support of turbines and turbine-related services; the development, manufacturing, remanufacturing, maintenance, leasing and service of diesel-electric locomotives and components and other rail-related products and services.
|
15.
|
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.
|
16.
|
Resource Industries
- A segment responsible for business strategy, product design, product management and development, manufacturing, marketing and sales and product support for large track-type tractors, large mining trucks, underground mining equipment, tunnel boring equipment, large wheel loaders, off-highway trucks, articulated trucks, wheel tractor scrapers, wheel dozers, compactors, select work tools, forestry products, paving products, machinery components and electronics and control systems. In addition, Resource Industries manages areas that provide services to other parts of the company, including integrated manufacturing, research and development and coordination of the Caterpillar Production System. On July 8, 2011, the acquisition of Bucyrus International Inc. was completed. This added the responsibility for business strategy, product design, product management and development, manufacturing, marketing and sales and product support for electric rope shovels, draglines, hydraulic shovels, drills, highwall miners and electric drive off-highway trucks to Resource Industries. In addition, Resource Industries segment profit includes Bucyrus acquisition-related costs and the impact from divestiture of the former Bucyrus distribution businesses. On June 6, 2012, the acquisition of ERA Mining Machinery Limited, including its wholly-owned subsidiary Zhengzhou Siwei Mechanical & Electrical Manufacturing Co., Ltd., commonly known as Siwei, was completed. This added the responsibility for business strategy, product design, product management and development, manufacturing, marketing and sales and product support for underground coal mining equipment to Resource Industries.
|
17.
|
Sales Volume
- With respect to sales and revenues, sales volume represents the impact of changes in the quantities sold for Machinery and Power Systems as well as the incremental revenue impact of new product introductions, including emissions-related product updates. With respect to operating profit, sales volume represents the impact of changes in the quantities sold for Machinery and Power Systems combined with product mix as well as the net operating profit impact of new product introductions, including emissions-related product updates. Product mix represents the net operating profit impact of changes in the relative weighting of Machinery and Power Systems sales with respect to total sales.
|
·
|
The 364-day facility of $2.55 billion expires in September 2012.
|
·
|
The four-year facility of $2.09 billion expires in September 2014.
|
·
|
The five-year facility of $3.86 billion expires in September 2016.
|
|
June 30, 2012
|
||||||||||
(Millions of dollars)
|
Consolidated
|
|
Machinery
and Power
Systems
|
|
Financial
Products
|
||||||
Credit lines available:
|
|
|
|
|
|
|
|
|
|||
Global credit facilities
|
$
|
8,500
|
|
|
$
|
2,000
|
|
|
$
|
6,500
|
|
Other external
|
4,843
|
|
|
742
|
|
|
4,101
|
|
|||
Total credit lines available
|
13,343
|
|
|
2,742
|
|
|
10,601
|
|
|||
Less: Global credit facilities supporting commercial paper
|
(3,266
|
)
|
|
—
|
|
|
(3,266
|
)
|
|||
Less: Utilized credit
|
(2,603
|
)
|
|
(394
|
)
|
|
(2,209
|
)
|
|||
Available credit
|
$
|
7,474
|
|
|
$
|
2,348
|
|
|
$
|
5,126
|
|
|
|
|
|
|
|
•
|
About half of the increase was finished inventory, with more than half of that at our Excavator Division. Most of the increase in excavators was in China. As we began 2012, our expectations for sales in China were higher, and we built substantial new machine inventory. However, sales did not improve as much as expected, resulting in increased inventory. We are working to lower finished inventory and are lowering production levels in China and have started to export machines to other regions of the world. Given the weak construction equipment industry in China, we expect a gradual reduction through the remainder of 2012.
|
•
|
About 30 percent of the increase was for components, work-in-process and aftermarket parts inventory and was related to increasing sales.
|
•
|
About 10 percent of the inventory increase was related to the former Bucyrus (net of the impact of divestitures of distribution businesses to Cat dealers). Bucyrus sales are generally seasonally stronger during the second half of the year and with relatively long production lead times, it is common for Bucyrus to add inventory during the first half of the year to support higher sales during the second half.
|
•
|
In-transit inventory accounted for about 10 percent of the increase and was related to higher sales.
|
▪
|
Historical annualized sector returns over a two-year period are analyzed to estimate the security’s 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 term 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 in 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. 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 percent) are excluded from the analysis. A similar approach is used 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.
|
|
|
|
Supplemental Consolidating Data
|
|
|||||||||||||
|
Consolidated
|
|
Machinery
and Power
Systems
1
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
|||||||||
Sales and revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales of Machinery and Power Systems
|
$
|
16,684
|
|
|
$
|
16,684
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Revenues of Financial Products
|
690
|
|
|
—
|
|
|
780
|
|
|
(90
|
)
|
2
|
|
||||
Total sales and revenues
|
17,374
|
|
|
16,684
|
|
|
780
|
|
|
(90
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of goods sold
|
12,280
|
|
|
12,280
|
|
|
—
|
|
|
—
|
|
|
|||||
Selling, general and administrative expenses
|
1,517
|
|
|
1,373
|
|
|
150
|
|
|
(6
|
)
|
3
|
|
||||
Research and development expenses
|
632
|
|
|
632
|
|
|
—
|
|
|
—
|
|
|
|||||
Interest expense of Financial Products
|
198
|
|
|
—
|
|
|
198
|
|
|
—
|
|
4
|
|
||||
Other operating (income) expenses
|
131
|
|
|
(107
|
)
|
|
248
|
|
|
(10
|
)
|
3
|
|
||||
Total operating costs
|
14,758
|
|
|
14,178
|
|
|
596
|
|
|
(16
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Operating profit
|
2,616
|
|
|
2,506
|
|
|
184
|
|
|
(74
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense excluding Financial Products
|
110
|
|
|
121
|
|
|
—
|
|
|
(11
|
)
|
4
|
|
||||
Other income (expense)
|
70
|
|
|
7
|
|
|
—
|
|
|
63
|
|
5
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated profit before taxes
|
2,576
|
|
|
2,392
|
|
|
184
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Provision for income taxes
|
872
|
|
|
819
|
|
|
53
|
|
|
—
|
|
|
|||||
Profit of consolidated companies
|
1,704
|
|
|
1,573
|
|
|
131
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Equity in profit (loss) of unconsolidated affiliated companies
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
|||||
Equity in profit of Financial Products’ subsidiaries
|
—
|
|
|
130
|
|
|
—
|
|
|
(130
|
)
|
6
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
Profit of consolidated and affiliated companies
|
1,709
|
|
|
1,708
|
|
|
131
|
|
|
(130
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Less: Profit attributable to noncontrolling interests
|
10
|
|
|
9
|
|
|
1
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Profit
7
|
$
|
1,699
|
|
|
$
|
1,699
|
|
|
$
|
130
|
|
|
$
|
(130
|
)
|
|
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 Power Systems.
|
3
|
Elimination of net expenses recorded by Machinery and Power Systems paid to Financial Products.
|
4
|
Elimination of interest expense recorded between Financial Products and Machinery and Power Systems.
|
5
|
Elimination of discount recorded by Machinery and Power Systems on receivables sold to Financial Products and of interest earned between Machinery and Power Systems and Financial Products.
|
6
|
Elimination of Financial Products’ profit due to equity method of accounting.
|
7
|
Profit attributable to common stockholders.
|
|
|
|
Supplemental Consolidating Data
|
|
|||||||||||||
|
Consolidated
|
|
Machinery
and Power
Systems
1
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
|||||||||
Sales and revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales of Machinery and Power Systems
|
$
|
31,972
|
|
|
$
|
31,972
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Revenues of Financial Products
|
1,383
|
|
|
—
|
|
|
1,557
|
|
|
(174
|
)
|
2
|
|
||||
Total sales and revenues
|
33,355
|
|
|
31,972
|
|
|
1,557
|
|
|
(174
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of goods sold
|
23,517
|
|
|
23,517
|
|
|
—
|
|
|
—
|
|
|
|||||
Selling, general and administrative expenses
|
2,857
|
|
|
2,597
|
|
|
277
|
|
|
(17
|
)
|
3
|
|
||||
Research and development expenses
|
1,219
|
|
|
1,219
|
|
|
—
|
|
|
—
|
|
|
|||||
Interest expense of Financial Products
|
402
|
|
|
—
|
|
|
402
|
|
|
—
|
|
4
|
|
||||
Other operating (income) expenses
|
421
|
|
|
(64
|
)
|
|
500
|
|
|
(15
|
)
|
3
|
|
||||
Total operating costs
|
28,416
|
|
|
27,269
|
|
|
1,179
|
|
|
(32
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Operating profit
|
4,939
|
|
|
4,703
|
|
|
378
|
|
|
(142
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense excluding Financial Products
|
223
|
|
|
246
|
|
|
—
|
|
|
(23
|
)
|
4
|
|
||||
Other income (expense)
|
158
|
|
|
27
|
|
|
12
|
|
|
119
|
|
5
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated profit before taxes
|
4,874
|
|
|
4,484
|
|
|
390
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Provision for income taxes
|
1,561
|
|
|
1,449
|
|
|
112
|
|
|
—
|
|
|
|||||
Profit of consolidated companies
|
3,313
|
|
|
3,035
|
|
|
278
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Equity in profit (loss) of unconsolidated affiliated companies
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
|||||
Equity in profit of Financial Products’ subsidiaries
|
—
|
|
|
273
|
|
|
—
|
|
|
(273
|
)
|
6
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
Profit of consolidated and affiliated companies
|
3,320
|
|
|
3,315
|
|
|
278
|
|
|
(273
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Less: Profit attributable to noncontrolling interests
|
35
|
|
|
30
|
|
|
5
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Profit
7
|
$
|
3,285
|
|
|
$
|
3,285
|
|
|
$
|
273
|
|
|
$
|
(273
|
)
|
|
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 Power Systems.
|
3
|
Elimination of net expenses recorded by Machinery and Power Systems paid to Financial Products.
|
4
|
Elimination of interest expense recorded between Financial Products and Machinery and Power Systems.
|
5
|
Elimination of discount recorded by Machinery and Power Systems on receivables sold to Financial Products and of interest earned between Machinery and Power Systems and Financial Products.
|
6
|
Elimination of Financial Products’ profit due to equity method of accounting.
|
7
|
Profit attributable to common stockholders.
|
|
|
|
Supplemental Consolidating Data
|
|
|||||||||||||
|
Consolidated
|
|
Machinery
and Power
Systems
1
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
|||||||||
Sales and revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales of Machinery and Power Systems
|
$
|
13,535
|
|
|
$
|
13,535
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Revenues of Financial Products
|
695
|
|
|
—
|
|
|
777
|
|
|
(82
|
)
|
2
|
|
||||
Total sales and revenues
|
14,230
|
|
|
13,535
|
|
|
777
|
|
|
(82
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of goods sold
|
10,303
|
|
|
10,303
|
|
|
—
|
|
|
—
|
|
|
|||||
Selling, general and administrative expenses
|
1,257
|
|
|
1,121
|
|
|
141
|
|
|
(5
|
)
|
3
|
|
||||
Research and development expenses
|
584
|
|
|
584
|
|
|
—
|
|
|
—
|
|
|
|||||
Interest expense of Financial Products
|
209
|
|
|
—
|
|
|
209
|
|
|
—
|
|
4
|
|
||||
Other operating (income) expenses
|
276
|
|
|
14
|
|
|
271
|
|
|
(9
|
)
|
3
|
|
||||
Total operating costs
|
12,629
|
|
|
12,022
|
|
|
621
|
|
|
(14
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Operating profit
|
1,601
|
|
|
1,513
|
|
|
156
|
|
|
(68
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense excluding Financial Products
|
90
|
|
|
101
|
|
|
—
|
|
|
(11
|
)
|
4
|
|
||||
Other income (expense)
|
(161
|
)
|
|
(235
|
)
|
|
17
|
|
|
57
|
|
5
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated profit before taxes
|
1,350
|
|
|
1,177
|
|
|
173
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Provision for income taxes
|
318
|
|
|
273
|
|
|
45
|
|
|
—
|
|
|
|||||
Profit of consolidated companies
|
1,032
|
|
|
904
|
|
|
128
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Equity in profit (loss) of unconsolidated affiliated companies
|
(10
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
|||||
Equity in profit of Financial Products’ subsidiaries
|
—
|
|
|
123
|
|
|
—
|
|
|
(123
|
)
|
6
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
Profit of consolidated and affiliated companies
|
1,022
|
|
|
1,017
|
|
|
128
|
|
|
(123
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Less: Profit attributable to noncontrolling interests
|
7
|
|
|
2
|
|
|
5
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Profit
7
|
$
|
1,015
|
|
|
$
|
1,015
|
|
|
$
|
123
|
|
|
$
|
(123
|
)
|
|
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 Power Systems.
|
3
|
Elimination of net expenses recorded by Machinery and Power Systems paid to Financial Products.
|
4
|
Elimination of interest expense recorded between Financial Products and Machinery and Power Systems.
|
5
|
Elimination of discount recorded by Machinery and Power Systems on receivables sold to Financial Products and of interest earned between Machinery and Power Systems and Financial Products.
|
6
|
Elimination of Financial Products’ profit due to equity method of accounting.
|
7
|
Profit attributable to common stockholders.
|
|
|
|
Supplemental Consolidating Data
|
|
|||||||||||||
|
Consolidated
|
|
Machinery
and Power
Systems
1
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
|||||||||
Sales and revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales of Machinery and Power Systems
|
$
|
25,812
|
|
|
$
|
25,812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Revenues of Financial Products
|
1,367
|
|
|
—
|
|
|
1,517
|
|
|
(150
|
)
|
2
|
|
||||
Total sales and revenues
|
27,179
|
|
|
25,812
|
|
|
1,517
|
|
|
(150
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of goods sold
|
19,360
|
|
|
19,360
|
|
|
—
|
|
|
—
|
|
|
|||||
Selling, general and administrative expenses
|
2,356
|
|
|
2,070
|
|
|
293
|
|
|
(7
|
)
|
3
|
|
||||
Research and development expenses
|
1,109
|
|
|
1,109
|
|
|
—
|
|
|
—
|
|
|
|||||
Interest expense of Financial Products
|
412
|
|
|
—
|
|
|
413
|
|
|
(1
|
)
|
4
|
|
||||
Other operating (income) expenses
|
508
|
|
|
(1
|
)
|
|
529
|
|
|
(20
|
)
|
3
|
|
||||
Total operating costs
|
23,745
|
|
|
22,538
|
|
|
1,235
|
|
|
(28
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Operating profit
|
3,434
|
|
|
3,274
|
|
|
282
|
|
|
(122
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense excluding Financial Products
|
177
|
|
|
198
|
|
|
—
|
|
|
(21
|
)
|
4
|
|
||||
Other income (expense)
|
(144
|
)
|
|
(274
|
)
|
|
29
|
|
|
101
|
|
5
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated profit before taxes
|
3,113
|
|
|
2,802
|
|
|
311
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Provision for income taxes
|
830
|
|
|
747
|
|
|
83
|
|
|
—
|
|
|
|||||
Profit of consolidated companies
|
2,283
|
|
|
2,055
|
|
|
228
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Equity in profit (loss) of unconsolidated affiliated companies
|
(18
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
|||||
Equity in profit of Financial Products’ subsidiaries
|
—
|
|
|
220
|
|
|
—
|
|
|
(220
|
)
|
6
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
Profit of consolidated and affiliated companies
|
2,265
|
|
|
2,257
|
|
|
228
|
|
|
(220
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Less: Profit attributable to noncontrolling interests
|
25
|
|
|
17
|
|
|
8
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
Profit
7
|
$
|
2,240
|
|
|
$
|
2,240
|
|
|
$
|
220
|
|
|
$
|
(220
|
)
|
|
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 Power Systems.
|
3
|
Elimination of net expenses recorded by Machinery and Power Systems paid to Financial Products.
|
4
|
Elimination of interest expense recorded between Financial Products and Machinery and Power Systems.
|
5
|
Elimination of discount recorded by Machinery and Power Systems on receivables sold to Financial Products and of interest earned between Machinery and Power Systems and Financial Products.
|
6
|
Elimination of Financial Products’ profit due to equity method of accounting.
|
7
|
Profit attributable to common stockholders.
|
|
|
|
Supplemental Consolidating Data
|
|
||||||||||||
|
Consolidated
|
|
Machinery
and Power
Systems
1
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and short-term investments
|
$
|
5,103
|
|
|
$
|
2,810
|
|
|
$
|
2,293
|
|
|
$
|
—
|
|
|
Receivables – trade and other
|
10,443
|
|
|
5,510
|
|
|
394
|
|
|
4,539
|
|
2,3
|
||||
Receivables – finance
|
8,383
|
|
|
—
|
|
|
13,003
|
|
|
(4,620
|
)
|
3
|
||||
Deferred and refundable income taxes
|
1,685
|
|
|
1,621
|
|
|
64
|
|
|
—
|
|
|
||||
Prepaid expenses and other current assets
|
1,336
|
|
|
885
|
|
|
464
|
|
|
(13
|
)
|
4
|
||||
Inventories
|
17,344
|
|
|
17,344
|
|
|
—
|
|
|
—
|
|
|
||||
Total current assets
|
44,294
|
|
|
28,170
|
|
|
16,218
|
|
|
(94
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment – net
|
14,928
|
|
|
11,832
|
|
|
3,096
|
|
|
—
|
|
|
||||
Long-term receivables – trade and other
|
803
|
|
|
202
|
|
|
272
|
|
|
329
|
|
2,3
|
||||
Long-term receivables – finance
|
12,955
|
|
|
—
|
|
|
13,322
|
|
|
(367
|
)
|
3
|
||||
Investments in unconsolidated affiliated companies
|
124
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
||||
Investments in Financial Products subsidiaries
|
—
|
|
|
4,011
|
|
|
—
|
|
|
(4,011
|
)
|
5
|
||||
Noncurrent deferred and refundable income taxes
|
2,032
|
|
|
2,483
|
|
|
91
|
|
|
(542
|
)
|
6
|
||||
Intangible assets
|
4,236
|
|
|
4,227
|
|
|
9
|
|
|
—
|
|
|
||||
Goodwill
|
7,320
|
|
|
7,303
|
|
|
17
|
|
|
—
|
|
|
||||
Other assets
|
2,146
|
|
|
857
|
|
|
1,289
|
|
|
—
|
|
|
||||
Total assets
|
$
|
88,838
|
|
|
$
|
59,209
|
|
|
$
|
34,314
|
|
|
$
|
(4,685
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term borrowings
|
$
|
5,047
|
|
|
$
|
592
|
|
|
$
|
4,455
|
|
|
$
|
—
|
|
7
|
Accounts payable
|
8,470
|
|
|
8,396
|
|
|
151
|
|
|
(77
|
)
|
8
|
||||
Accrued expenses
|
3,532
|
|
|
3,143
|
|
|
402
|
|
|
(13
|
)
|
9
|
||||
Accrued wages, salaries and employee benefits
|
1,628
|
|
|
1,605
|
|
|
23
|
|
|
—
|
|
|
||||
Customer advances
|
3,132
|
|
|
3,132
|
|
|
—
|
|
|
—
|
|
|
||||
Dividends payable
|
339
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
||||
Other current liabilities
|
2,117
|
|
|
1,650
|
|
|
476
|
|
|
(9
|
)
|
6
|
||||
Long-term debt due within one year
|
7,008
|
|
|
1,269
|
|
|
5,739
|
|
|
—
|
|
|
||||
Total current liabilities
|
31,273
|
|
|
20,126
|
|
|
11,246
|
|
|
(99
|
)
|
|
||||
Long-term debt due after one year
|
27,261
|
|
|
9,211
|
|
|
18,092
|
|
|
(42
|
)
|
7
|
||||
Liability for postemployment benefits
|
10,626
|
|
|
10,626
|
|
|
—
|
|
|
—
|
|
|
||||
Other liabilities
|
3,697
|
|
|
3,265
|
|
|
965
|
|
|
(533
|
)
|
6
|
||||
Total liabilities
|
72,857
|
|
|
43,228
|
|
|
30,303
|
|
|
(674
|
)
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock
|
4,373
|
|
|
4,373
|
|
|
906
|
|
|
(906
|
)
|
5
|
||||
Treasury stock
|
(10,139
|
)
|
|
(10,139
|
)
|
|
—
|
|
|
—
|
|
|
||||
Profit employed in the business
|
27,842
|
|
|
27,842
|
|
|
2,903
|
|
|
(2,903
|
)
|
5
|
||||
Accumulated other comprehensive income (loss)
|
(6,150
|
)
|
|
(6,150
|
)
|
|
102
|
|
|
(102
|
)
|
5
|
||||
Noncontrolling interests
|
55
|
|
|
55
|
|
|
100
|
|
|
(100
|
)
|
5
|
||||
Total stockholders’ equity
|
15,981
|
|
|
15,981
|
|
|
4,011
|
|
|
(4,011
|
)
|
|
||||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
88,838
|
|
|
$
|
59,209
|
|
|
$
|
34,314
|
|
|
$
|
(4,685
|
)
|
|
|
|
|
Supplemental Consolidating Data
|
|
||||||||||||
|
Consolidated
|
|
Machinery
and Power
Systems
1
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and short-term investments
|
$
|
3,057
|
|
|
$
|
1,829
|
|
|
$
|
1,228
|
|
|
$
|
—
|
|
|
Receivables – trade and other
|
10,285
|
|
|
5,497
|
|
|
430
|
|
|
4,358
|
|
2,3
|
||||
Receivables – finance
|
7,668
|
|
|
—
|
|
|
12,202
|
|
|
(4,534
|
)
|
3
|
||||
Deferred and refundable income taxes
|
1,580
|
|
|
1,515
|
|
|
65
|
|
|
—
|
|
|
||||
Prepaid expenses and other current assets
|
994
|
|
|
525
|
|
|
481
|
|
|
(12
|
)
|
4
|
||||
Inventories
|
14,544
|
|
|
14,544
|
|
|
—
|
|
|
—
|
|
|
||||
Total current assets
|
38,128
|
|
|
23,910
|
|
|
14,406
|
|
|
(188
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment – net
|
14,395
|
|
|
11,492
|
|
|
2,903
|
|
|
—
|
|
|
||||
Long-term receivables – trade and other
|
1,130
|
|
|
281
|
|
|
271
|
|
|
578
|
|
2,3
|
||||
Long-term receivables – finance
|
11,948
|
|
|
—
|
|
|
12,556
|
|
|
(608
|
)
|
3
|
||||
Investments in unconsolidated affiliated companies
|
133
|
|
|
133
|
|
|
—
|
|
|
—
|
|
|
||||
Investments in Financial Products subsidiaries
|
—
|
|
|
4,035
|
|
|
—
|
|
|
(4,035
|
)
|
5
|
||||
Noncurrent deferred and refundable income taxes
|
2,157
|
|
|
2,593
|
|
|
97
|
|
|
(533
|
)
|
6
|
||||
Intangible assets
|
4,368
|
|
|
4,359
|
|
|
9
|
|
|
—
|
|
|
||||
Goodwill
|
7,080
|
|
|
7,063
|
|
|
17
|
|
|
—
|
|
|
||||
Other assets
|
2,107
|
|
|
813
|
|
|
1,294
|
|
|
—
|
|
|
||||
Total assets
|
$
|
81,446
|
|
|
$
|
54,679
|
|
|
$
|
31,553
|
|
|
$
|
(4,786
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term borrowings
|
$
|
3,988
|
|
|
$
|
157
|
|
|
$
|
3,895
|
|
|
$
|
(64
|
)
|
7
|
Accounts payable
|
8,161
|
|
|
8,106
|
|
|
165
|
|
|
(110
|
)
|
8
|
||||
Accrued expenses
|
3,386
|
|
|
2,957
|
|
|
443
|
|
|
(14
|
)
|
9
|
||||
Accrued wages, salaries and employee benefits
|
2,410
|
|
|
2,373
|
|
|
37
|
|
|
—
|
|
|
||||
Customer advances
|
2,691
|
|
|
2,691
|
|
|
—
|
|
|
—
|
|
|
||||
Dividends payable
|
298
|
|
|
298
|
|
|
—
|
|
|
—
|
|
|
||||
Other current liabilities
|
1,967
|
|
|
1,590
|
|
|
382
|
|
|
(5
|
)
|
6
|
||||
Long-term debt due within one year
|
5,660
|
|
|
558
|
|
|
5,102
|
|
|
—
|
|
|
||||
Total current liabilities
|
28,561
|
|
|
18,730
|
|
|
10,024
|
|
|
(193
|
)
|
|
||||
Long-term debt due after one year
|
24,944
|
|
|
8,446
|
|
|
16,529
|
|
|
(31
|
)
|
7
|
||||
Liability for postemployment benefits
|
10,956
|
|
|
10,956
|
|
|
—
|
|
|
—
|
|
|
||||
Other liabilities
|
3,583
|
|
|
3,145
|
|
|
965
|
|
|
(527
|
)
|
6
|
||||
Total liabilities
|
68,044
|
|
|
41,277
|
|
|
27,518
|
|
|
(751
|
)
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Redeemable noncontrolling interest
|
473
|
|
|
473
|
|
|
—
|
|
|
—
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock
|
4,273
|
|
|
4,273
|
|
|
906
|
|
|
(906
|
)
|
5
|
||||
Treasury stock
|
(10,281
|
)
|
|
(10,281
|
)
|
|
—
|
|
|
—
|
|
|
||||
Profit employed in the business
|
25,219
|
|
|
25,219
|
|
|
2,880
|
|
|
(2,880
|
)
|
5
|
||||
Accumulated other comprehensive income (loss)
|
(6,328
|
)
|
|
(6,328
|
)
|
|
154
|
|
|
(154
|
)
|
5
|
||||
Noncontrolling interests
|
46
|
|
|
46
|
|
|
95
|
|
|
(95
|
)
|
5
|
||||
Total stockholders’ equity
|
12,929
|
|
|
12,929
|
|
|
4,035
|
|
|
(4,035
|
)
|
|
||||
Total liabilities, redeemable noncontrolling interest and stockholders’ equity
|
$
|
81,446
|
|
|
$
|
54,679
|
|
|
$
|
31,553
|
|
|
$
|
(4,786
|
)
|
|
|
|
|
Supplemental Consolidating Data
|
|
||||||||||||
|
Consolidated
|
|
Machinery
and Power
Systems
1
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
||||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Profit of consolidated and affiliated companies
|
$
|
3,320
|
|
|
$
|
3,315
|
|
|
$
|
278
|
|
|
$
|
(273
|
)
|
2
|
Adjustments for non-cash items:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
1,350
|
|
|
988
|
|
|
362
|
|
|
—
|
|
|
||||
Undistributed profit of Financial Products
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
23
|
|
3
|
||||
Other
|
(59
|
)
|
|
(66
|
)
|
|
(94
|
)
|
|
101
|
|
4
|
||||
Changes in assets and liabilities, net of acquisitions and divestitures:
|
—
|
|
|
|
|
|
|
|
|
|||||||
Receivables - trade and other
|
37
|
|
|
(36
|
)
|
|
(21
|
)
|
|
94
|
|
4,5
|
||||
Inventories
|
(2,939
|
)
|
|
(2,893
|
)
|
|
—
|
|
|
(46
|
)
|
4
|
||||
Accounts payable
|
299
|
|
|
290
|
|
|
(24
|
)
|
|
33
|
|
4
|
||||
Accrued expenses
|
115
|
|
|
119
|
|
|
(5
|
)
|
|
1
|
|
4
|
||||
Accrued wages, salaries and employee benefits
|
(753
|
)
|
|
(739
|
)
|
|
(14
|
)
|
|
—
|
|
|
||||
Customer advances
|
434
|
|
|
434
|
|
|
—
|
|
|
—
|
|
|
||||
Other assets – net
|
63
|
|
|
52
|
|
|
1
|
|
|
10
|
|
4
|
||||
Other liabilities – net
|
140
|
|
|
74
|
|
|
76
|
|
|
(10
|
)
|
4
|
||||
Net cash provided by (used for) operating activities
|
2,007
|
|
|
1,515
|
|
|
559
|
|
|
(67
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures - excluding equipment leased to others
|
(1,508
|
)
|
|
(1,500
|
)
|
|
(8
|
)
|
|
—
|
|
|
||||
Expenditures for equipment leased to others
|
(787
|
)
|
|
(45
|
)
|
|
(866
|
)
|
|
124
|
|
4,9
|
||||
Proceeds from disposals of leased assets and property, plant and equipment
|
543
|
|
|
63
|
|
|
491
|
|
|
(11
|
)
|
4
|
||||
Additions to finance receivables
|
(5,942
|
)
|
|
—
|
|
|
(10,012
|
)
|
|
4,070
|
|
5,8,9
|
||||
Collections of finance receivables
|
4,298
|
|
|
—
|
|
|
8,016
|
|
|
(3,718
|
)
|
5,9
|
||||
Net intercompany purchased receivables
|
—
|
|
|
—
|
|
|
117
|
|
|
(117
|
)
|
5
|
||||
Proceeds from sale of finance receivables
|
85
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
||||
Net intercompany borrowings
|
—
|
|
|
—
|
|
|
63
|
|
|
(63
|
)
|
6
|
||||
Investments and acquisitions (net of cash acquired)
|
(517
|
)
|
|
(461
|
)
|
|
—
|
|
|
(56
|
)
|
9
|
||||
Proceeds from sale of businesses and investments (net of cash sold)
|
308
|
|
|
783
|
|
|
—
|
|
|
(475
|
)
|
8
|
||||
Proceeds from sale of available-for-sale securities
|
177
|
|
|
19
|
|
|
158
|
|
|
—
|
|
|
||||
Investments in available-for-sale securities
|
(199
|
)
|
|
(4
|
)
|
|
(195
|
)
|
|
—
|
|
|
||||
Other – net
|
38
|
|
|
8
|
|
|
30
|
|
|
—
|
|
|
||||
Net cash provided by (used for) investing activities
|
(3,504
|
)
|
|
(1,137
|
)
|
|
(2,121
|
)
|
|
(246
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends paid
|
(598
|
)
|
|
(598
|
)
|
|
(250
|
)
|
|
250
|
|
7
|
||||
Distribution to noncontrolling interests
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
||||
Common stock issued, including treasury shares reissued
|
25
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
||||
Excess tax benefit from stock-based compensation
|
156
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
||||
Acquisitions of redeemable noncontrolling interests
|
(444
|
)
|
|
(444
|
)
|
|
—
|
|
|
—
|
|
|
||||
Net intercompany borrowings
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
63
|
|
6
|
||||
Proceeds from debt issued (original maturities greater than three months)
|
9,019
|
|
|
1,662
|
|
|
7,357
|
|
|
—
|
|
|
||||
Payments on debt (original maturities greater than three months)
|
(5,033
|
)
|
|
(211
|
)
|
|
(4,822
|
)
|
|
—
|
|
|
||||
Short-term borrowings – net (original maturities three months or less)
|
552
|
|
|
108
|
|
|
444
|
|
|
—
|
|
|
||||
Net cash provided by (used for) financing activities
|
3,672
|
|
|
630
|
|
|
2,729
|
|
|
313
|
|
|
||||
Effect of exchange rate changes on cash
|
(129
|
)
|
|
(27
|
)
|
|
(102
|
)
|
|
—
|
|
|
||||
Increase (decrease) in cash and short-term investments
|
2,046
|
|
|
981
|
|
|
1,065
|
|
|
—
|
|
|
||||
Cash and short-term investments at beginning of period
|
3,057
|
|
|
1,829
|
|
|
1,228
|
|
|
—
|
|
|
||||
Cash and short-term investments at end of period
|
$
|
5,103
|
|
|
$
|
2,810
|
|
|
$
|
2,293
|
|
|
$
|
—
|
|
|
|
|
|
Supplemental Consolidating Data
|
|
||||||||||||
|
Consolidated
|
|
Machinery
and Power
Systems
1
|
|
Financial
Products
|
|
Consolidating
Adjustments
|
|
||||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Profit of consolidated and affiliated companies
|
$
|
2,265
|
|
|
$
|
2,257
|
|
|
$
|
228
|
|
|
$
|
(220
|
)
|
2
|
Adjustments for non-cash items:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
1,174
|
|
|
810
|
|
|
364
|
|
|
—
|
|
|
||||
Other
|
337
|
|
|
308
|
|
|
(63
|
)
|
|
92
|
|
4
|
||||
Financial Products’ dividend in excess of profit
|
—
|
|
|
80
|
|
|
—
|
|
|
(80
|
)
|
3
|
||||
Changes in assets and liabilities, net of acquisitions and divestitures:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Receivables - trade and other
|
45
|
|
|
1,159
|
|
|
17
|
|
|
(1,131
|
)
|
4,5
|
||||
Inventories
|
(1,850
|
)
|
|
(1,850
|
)
|
|
—
|
|
|
—
|
|
|
||||
Accounts payable
|
1,056
|
|
|
1,083
|
|
|
12
|
|
|
(39
|
)
|
4
|
||||
Accrued expenses
|
(41
|
)
|
|
(12
|
)
|
|
(28
|
)
|
|
(1
|
)
|
4
|
||||
Accrued wages, salaries and employee benefits
|
(91
|
)
|
|
(88
|
)
|
|
(3
|
)
|
|
—
|
|
|
||||
Customer advances
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
||||
Other assets – net
|
28
|
|
|
89
|
|
|
61
|
|
|
(122
|
)
|
4
|
||||
Other liabilities – net
|
357
|
|
|
261
|
|
|
(25
|
)
|
|
121
|
|
4
|
||||
Net cash provided by (used for) operating activities
|
3,294
|
|
|
4,111
|
|
|
563
|
|
|
(1,380
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures - excluding equipment leased to others
|
(924
|
)
|
|
(921
|
)
|
|
(3
|
)
|
|
—
|
|
|
||||
Expenditures for equipment leased to others
|
(580
|
)
|
|
(54
|
)
|
|
(571
|
)
|
|
45
|
|
4
|
||||
Proceeds from disposals of leased assets and property, plant and equipment
|
621
|
|
|
72
|
|
|
601
|
|
|
(52
|
)
|
4
|
||||
Additions to finance receivables
|
(4,294
|
)
|
|
—
|
|
|
(7,734
|
)
|
|
3,440
|
|
5,8
|
||||
Collections of finance receivables
|
3,981
|
|
|
—
|
|
|
7,008
|
|
|
(3,027
|
)
|
5
|
||||
Net intercompany purchased receivables
|
—
|
|
|
—
|
|
|
(1,056
|
)
|
|
1,056
|
|
|
||||
Proceeds from sale of finance receivables
|
104
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
||||
Net intercompany borrowings
|
—
|
|
|
600
|
|
|
62
|
|
|
(662
|
)
|
6
|
||||
Investments and acquisitions (net of cash acquired)
|
(68
|
)
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
||||
Proceeds from sale of business and investments (net of cash sold)
|
21
|
|
|
392
|
|
|
11
|
|
|
(382
|
)
|
8
|
||||
Proceeds from sale of available-for-sale securities
|
122
|
|
|
6
|
|
|
116
|
|
|
—
|
|
|
||||
Investments in available-for-sale securities
|
(131
|
)
|
|
(7
|
)
|
|
(124
|
)
|
|
—
|
|
|
||||
Other – net
|
(38
|
)
|
|
(114
|
)
|
|
76
|
|
|
—
|
|
|
||||
Net cash provided by (used for) investing activities
|
(1,186
|
)
|
|
(94
|
)
|
|
(1,510
|
)
|
|
418
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends paid
|
(565
|
)
|
|
(565
|
)
|
|
(300
|
)
|
|
300
|
|
7
|
||||
Distribution to noncontrolling interests
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
||||
Common stock issued, including treasury shares reissued
|
96
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
||||
Excess tax benefit from stock-based compensation
|
159
|
|
|
159
|
|
|
—
|
|
|
—
|
|
|
||||
Net intercompany borrowings
|
—
|
|
|
(62
|
)
|
|
(600
|
)
|
|
662
|
|
6
|
||||
Proceeds from debt issued (original maturities greater than three months)
|
10,329
|
|
|
4,530
|
|
|
5,799
|
|
|
—
|
|
|
||||
Payments on debt (original maturities greater than three months)
|
(5,125
|
)
|
|
(487
|
)
|
|
(4,638
|
)
|
|
—
|
|
|
||||
Short-term borrowings – net (original maturities three months or less)
|
36
|
|
|
(69
|
)
|
|
105
|
|
|
—
|
|
|
||||
Net cash provided by (used for) financing activities
|
4,928
|
|
|
3,600
|
|
|
366
|
|
|
962
|
|
|
||||
Effect of exchange rate changes on cash
|
87
|
|
|
14
|
|
|
73
|
|
|
—
|
|
|
||||
Increase (decrease) in cash and short-term investments
|
7,123
|
|
|
7,631
|
|
|
(508
|
)
|
|
—
|
|
|
||||
Cash and short-term investments at beginning of period
|
3,592
|
|
|
1,825
|
|
|
1,767
|
|
|
—
|
|
|
||||
Cash and short-term investments at end of period
|
$
|
10,715
|
|
|
$
|
9,456
|
|
|
$
|
1,259
|
|
|
$
|
—
|
|
|
Period
|
|
Total Number
of Shares
Purchased
1
|
|
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
|
|||
April 1-30, 2012
|
|
1,160
|
|
|
$
|
106.49
|
|
|
NA
|
|
NA
|
May 1-31, 2012
|
|
4,815
|
|
|
$
|
105.04
|
|
|
NA
|
|
NA
|
June 1-30, 2012
|
|
822
|
|
|
$
|
90.29
|
|
|
NA
|
|
NA
|
Total
|
|
6,797
|
|
|
$
|
103.50
|
|
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Caterpillar Inc., effective June 13, 2012.
|
|
|
|
3.2
|
|
Bylaws of Caterpillar Inc., as amended and restated as of June 13, 2012
|
|
|
|
4.1
|
|
Form of 0.950% Senior Note due 2015 (incorporated by reference from Exhibit 4.1 to Form 8-K filed June 21, 2012).
|
|
|
|
4.2
|
|
Form of 1.500% Senior Note due 2017 (incorporated by reference from Exhibit 4.2 to Form 8-K filed June 21, 2012).
|
|
|
|
4.3
|
|
Form of 2.600% Senior Note due 2022 (incorporated by reference from Exhibit 4.3 to Form 8-K filed June 21, 2012).
|
|
|
|
11
|
|
Computations of Earnings per Share (included in Note 11 of this Form 10-Q filed for the quarter ended June 30, 2012).
|
|
|
|
31.1
|
|
Certification of Douglas R. Oberhelman, Chairman and Chief Executive Officer of Caterpillar Inc., as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Edward J. Rapp, Group President and Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32
|
|
Certification of Douglas R. Oberhelman, Chairman and Chief Executive Officer of Caterpillar Inc. and Edward J. Rapp, Group President and Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
95
|
|
Mine Safety Disclosures
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
CATERPILLAR INC.
|
|
|
|
|
|
|
|
August 6, 2012
|
/s/Douglas R. Oberhelman
|
Chairman and Chief Executive Officer
|
|
(Douglas R. Oberhelman)
|
|
|
|
|
|
|
|
August 6, 2012
|
/s/Edward J. Rapp
|
Group President and Chief Financial Officer
|
|
(Edward J. Rapp)
|
|
|
|
|
|
|
|
August 6, 2012
|
/s/James B. Buda
|
Senior Vice President and Chief Legal Officer
|
|
(James B. Buda)
|
|
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August 6, 2012
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/s/Jananne A. Copeland
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Corporate Controller and Chief Accounting Officer
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(Jananne A. Copeland)
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Exhibit No.
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Description
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3.1
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Restated Certificate of Incorporation of Caterpillar Inc., effective June 13, 2012.
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3.2
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Bylaws of Caterpillar Inc., as amended and restated as of June 13, 2012.
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4.1
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Form of 0.950% Senior Note due 2015 (incorporated by reference from Exhibit 4.1 to Form 8-K filed June 21, 2012).
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4.2
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Form of 1.500% Senior Note due 2017 (incorporated by reference from Exhibit 4.2 to Form 8-K filed June 21, 2012).
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4.3
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Form of 2.600% Senior Note due 2022 (incorporated by reference from Exhibit 4.3 to Form 8-K filed June 21, 2012).
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11
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Computations of Earnings per Share (included in Note 11 of this Form 10-Q filed for the quarter ended June 30, 2012).
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31.1
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Certification of Douglas R. Oberhelman, Chairman and Chief Executive Officer of Caterpillar Inc., as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Edward J. Rapp, Group President and Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32
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Certification of Douglas R. Oberhelman, Chairman and Chief Executive Officer of Caterpillar Inc. and Edward J. Rapp, Group President and Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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95
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Mine Safety Disclosures
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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1.
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The name of the corporation is Caterpillar Inc. The date of filing its original Certificate of Incorporation with the Secretary of State was March 12, 1986.
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2.
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This Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation and has been duly adopted by the stockholders of the corporation in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of Delaware.
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3.
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The text of the Certificate of Incorporation is amended and restated
to read as herein set forth in full:
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Caterpillar Inc.
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By:
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/s/ Douglas R. Oberhelman
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Name: Douglas R. Oberhelman
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Title: Chief Executive Officer
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By:
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/s/ Chrisopher M. Reitz
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Name: Christopher M. Reitz
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Title: Secretary
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(a)
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Place of Meetings. Meetings of stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the board of directors.
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(b)
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Annual Meeting.
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(i)
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The annual meeting of stockholders shall be held on the second Wednesday in June in each year at a time designated by the board of directors, or at such a time and date as may be designated by the board.
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(ii)
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At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (b) otherwise properly brought before the meeting by or at the direction of the board of directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder (other than the nomination of a person for election as a director, which is governed by Article III, Section 1(d)(ii) of these bylaws), the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 60 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or 30 days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than 120 days prior to such annual meeting and not later than the close of business on the fifteenth (15th) day following the date on which public announcement of the date of the annual meeting was first made by the corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above. A stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and (b) as to the stockholder proposing such business and any beneficial owner on whose behalf the proposal is made (1) the name and address, as they appear on the corporation's books, of the stockholder and such beneficial owner, (2) a representation that the stockholder is a holder of record
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(c)
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Special Meetings.
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(i)
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Special meetings of the stockholders of this corporation for any purpose or purposes may be called at any time by the chairman of the board, by the chief executive officer, by the secretary, or by the board of directors pursuant to a resolution approved by a majority of the entire board of directors, but such special meetings may not be called by any other person or persons.
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(ii)
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A special meeting of stockholders shall be called by the board of directors upon written request to the secretary of one or more record holders of shares of stock of the corporation representing in the aggregate not less than twenty-five percent (25%) of the total number of shares of stock entitled to vote on the matter or matters to be brought before the proposed special meeting. A request to the secretary shall be signed by each stockholder, or a duly authorized agent of such stockholder, requesting the special meeting and shall set forth, for each stockholder requesting the meeting, the information required to be in a stockholder's notice pursuant to Article II, Section 1(b)(ii) (as if such notice were submitted in connection with an annual meeting) or Article III, Section 1(d)(ii) of these bylaws, as applicable.
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(iii)
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A special meeting requested by stockholders shall be held at such date, time and place as may be fixed by the board of directors; provided, however, that the date of any such special meeting shall be not more than ninety (90) days after a proper request to call the special meeting is received by the secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (1) the business proposed to be brought before the special meeting by stockholders is not a proper subject for stockholder action under applicable law or (2) the board of directors has called or calls for an annual meeting of stockholders to be held within ninety (90) days after the secretary receives the request for the special meeting and the board of directors determines in good faith that the business of such annual meeting includes (among any other matters properly brought before the annual meeting) the business specified in the request. A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the secretary, and if, following such revocation, there are un-revoked requests from stockholders holding in the aggregate less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the board of directors, in its discretion, may cancel the special meeting.
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(iv)
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Business transacted at all special meetings shall be limited to the matters stated in the corporation's notice of special meeting. Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the request for the special meeting; provided, however, that nothing herein shall prohibit the board of directors from submitting additional matters to stockholders at any such special meeting. In the event that a special meeting is called at the request of stockholders for the purpose of electing one or more persons to the board of directors, a stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation's notice of meeting, if the stockholder's notice is submitted within the time and in the manner required by Article III, Section 1(d)(ii) of these bylaws.
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(d)
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Notice of Meetings. Notice of every meeting of the stockholders shall be given in any manner permitted by law, and such notice shall include the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting.
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(e)
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Quorum. Except as otherwise required by law, the certificate of incorporation and these bylaws, the holders of not less than one-third of the shares entitled to vote at any meeting of the stockholders, present in person or by proxy, shall constitute a quorum at all meetings of the stockholders. If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the meeting to another place, date or time. If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then, except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum.
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(a)
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Subject to the provisions of applicable law, and except as otherwise provided in the certificate of incorporation, each stockholder present in person or by proxy shall be entitled to one vote for each full share of stock registered in the name of such stockholder at the time fixed by the board of directors or by law as the record date of the determination of stockholders entitled to vote at a meeting.
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(b)
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Every stockholder entitled to vote may do so in person or by one or more agents authorized by proxy. Such authorization may be in writing or by transmission of an electronic communication, as permitted by law and in accordance with procedures established for the meeting.
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(c)
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Voting may be by voice or by ballot as the chairman of the meeting shall determine.
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(d)
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In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Directors shall be elected by a plurality of the votes of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors.
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(e)
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In advance of any meeting of stockholders the board of directors may appoint one or more persons (who shall not be candidates for office) as inspectors of election to act at the meeting. If inspectors are not so appointed, or if an appointed inspector fails to appear or fails or refuses to act at a meeting, the chairman of any meeting of stockholders may, and on the request of any stockholder or his proxy shall, appoint inspectors of election at the meeting.
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(f)
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Any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders.
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(a)
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Number. The authorized number of directors of the corporation shall be fixed from time to time by the board of directors but shall not be less than three (3). The exact number of directors shall be determined from time to time either by a resolution or bylaw duly adopted by the board of directors.
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(b)
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Election and Terms of Directors. Each director shall serve for a term of office to expire at the next annual meeting of stockholders, with each director to serve until his successor is duly elected and qualified or until his death, resignation or removal.
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(c)
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Newly Created Directorships and Vacancies. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director. Newly created directorships resulting from any increase in the number of directors and any vacancies on the board of directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office (and not by stockholders), even though less than a quorum of the board of directors. Any director elected in accordance with the preceding sentence shall hold office until the next annual meeting of stockholders and until such director's successor shall have been elected and qualified.
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(d)
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Nomination of Directors. Candidates for director shall be nominated either
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(i)
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by the board of directors or a committee appointed by the board of directors or
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(ii)
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by nomination at any such stockholders' meeting by or on behalf of any stockholder entitled to vote at such meeting provided that written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the secretary of the corporation (1) with respect to an election to be held at an annual meeting of stockholders, not less than 60 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or 30 days after such anniversary date, notice by the stockholder to be timely must be so given not earlier than 120 days prior to such annual meeting and not later than the fifteenth (15th) day following the date on which public announcement of the date of such meeting is first made by the corporation and (2) with respect to an election to be held at a special meeting of stockholders for the election of directors, not later than the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the corporation. In no event shall the public announcement of an adjournment or postponement of a meeting commence a new time period (or extend any time period)
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(e)
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Removal. Any director may be removed from office without cause but only by the affirmative vote of the holders of not less than a majority of the outstanding stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.
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(f)
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Preferred Stock Provisions. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of stock issued by this corporation having a preference over the common stock as to dividends or upon liquidation, shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies, nominations, terms of removal and other features of such directorships shall be governed by the terms of Article FOURTH of the certificate of incorporation and the resolution or resolutions establishing such class or series adopted pursuant thereto.
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(a)
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Regular Meetings. Regular meetings of the board of directors shall be held without call at 7:30 a.m. on the second Wednesday in February, April, June, August, October and December (unless otherwise set forth in a meeting notice). Notice of all such regular meetings is permitted but not required.
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(b)
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Special Meetings. Special meetings of the board of directors may be called by the chairman of the board, any two (2) directors or by any officer authorized by the board.
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(c)
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Notice of Meetings. Notices setting the time and place of meetings shall be given by the secretary or an assistant secretary, or by any other officer authorized by the board. Such notices shall be given to each director personally or by mail, messenger, telephone or electronic transmission. Notice by mail shall be deposited in the United States mail, postage prepaid, not later than the third (3rd) day prior to the date fixed for the meeting. Notice by telephone or electronic transmission shall be sent, and notice given personally or by messenger shall be delivered, at least twenty-four (24) hours prior to the time set for the meeting. Notice of a special meeting need not contain a statement of the purpose of the meeting.
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(d)
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Adjourned Meetings. A majority of directors present at any regular or special meeting of the board of directors, whether or not constituting a quorum, may adjourn from time to time until the time fixed for the next regular meeting. Notice of the time and place of holding an adjourned meeting shall not be required if the time and place are fixed at the meeting adjourned.
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(e)
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Place of Meetings. Unless (i) a resolution of the board of directors, or (ii) the written consent of all directors given either before or after the meeting and filed with the secretary or (iii) the meeting notice, designates a different place within or without the State of Delaware, meetings of the board of directors, both regular and special, shall be held at the corporation's offices at 100 N.E. Adams Street, Peoria, Illinois.
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(f)
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Participation by Telephone or Other Means. Members of the board may participate in a meeting through use of conference telephone or other communications equipment, so long as all members participating in such meeting can hear one another, and such participation shall constitute presence in person at such meeting.
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(g)
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Quorum. At all meetings of the board one-third of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action is approved by at least a majority of the required quorum for such meeting. Less than a quorum may adjourn any meeting of the board from time to time without notice.
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(a)
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In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no
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(b)
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In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board may fix, in advance, a record date, which shall not be more than sixty (60) days prior to any such corporate action. If not fixed by the board, the record date shall be at the close of business on the day on which the board of directors adopts resolution relating thereto.
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(c)
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Stockholders on a record date are entitled to notice, to vote or to receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided by agreement or by applicable law.
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(a)
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Shares of the corporation may be certificated or uncertificated, as provided under the laws of the State of Delaware. Every holder of certificated shares in the corporation shall be entitled to have a certificate signed in the name of the corporation by the chairman of the board or the vice chairman, or by the president or vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary, certifying the number of shares and the class or series of shares owned by the stockholder. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.
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(b)
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The corporation may issue a new share certificate or a new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate or the owner's legal representative to give the corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.
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1.
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I have reviewed this quarterly report on Form 10-Q of Caterpillar Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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August 6, 2012
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/s/Douglas R. Oberhelman
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Chairman of the Board and Chief Executive Officer
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(Douglas R. Oberhelman)
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1.
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I have reviewed this quarterly report on Form 10-Q of Caterpillar Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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August 6, 2012
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/s/Edward J. Rapp
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Group President and
Chief Financial Officer
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(Edward J. Rapp)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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August 6, 2012
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/s/Douglas R. Oberhelman
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Chairman of the Board and Chief Executive Officer
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(Douglas R. Oberhelman)
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August 6, 2012
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/s/Edward J. Rapp
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Group President and
Chief Financial Officer
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(Edward J. Rapp)
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