CATERPILLAR FINANCIAL SERVICES CORP - FORM 10-Q

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EX-12 - EXHIBIT 12 - CATERPILLAR FINANCIAL SERVICES CORP	cfsc-06302014x10qxex12.htm
EX-31.1 - EXHIBIT 31.1 - CATERPILLAR FINANCIAL SERVICES CORP	cfsc-06302014x10qxex311.htm
EX-31.2 - EXHIBIT 31.2 - CATERPILLAR FINANCIAL SERVICES CORP	cfsc-06302014x10qxex312.htm
EX-32 - EXHIBIT 32 - CATERPILLAR FINANCIAL SERVICES CORP	cfsc-06302014x10qxex32.htm
10-Q - PDF COPY OF CFSC 2014 END QUARTER 10-Q - CATERPILLAR FINANCIAL SERVICES CORP	cfsc0630201410q.pdf
EXCEL - IDEA: XBRL DOCUMENT - CATERPILLAR FINANCIAL SERVICES CORP	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

Commission File No. 001-11241

CATERPILLAR FINANCIAL SERVICES CORPORATION

(Exact name of Registrant as specified in its charter)



Delaware		37-1105865
(State of incorporation)		(IRS Employer I.D. No.)

2120 West End Ave. Nashville, Tennessee		37203-0001
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (615) 341-1000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ü] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ü ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ü ] Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [ ü ]

As of August 1, 2014, one share of common stock of the registrant was outstanding, which is owned by Caterpillar Inc.

The registrant is a wholly owned subsidiary of Caterpillar Inc. and meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q, and is therefore filing this form with the reduced disclosure format.

UNAUDITED

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In addition to the accompanying unaudited consolidated financial statements for Caterpillar Financial Services Corporation (together with its subsidiaries, "Cat Financial," "the Company," "we," "us" or "our"), we suggest that you read our 2013 Annual Report on Form 10-K. The Company files electronically with the Securities and Exchange Commission (SEC) required reports on Form 8-K, Form 10-Q, Form 10-K and registration statements on Form S-3 and other forms or reports as required. The public may read and copy any materials the Company has filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (www.sec.gov) that contains reports, proxies and information statements and other information regarding issuers that file electronically with the SEC. Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports filed or furnished with the SEC are available free of charge through Caterpillar Inc.'s Internet site (www.caterpillar.com/secfilings) as soon as reasonably practicable after filing with the SEC. Copies may also be obtained free of charge by writing to: Legal Dept., Caterpillar Financial Services Corporation, 2120 West End Ave., Nashville, Tennessee 37203-0001. In addition, the public may obtain more detailed information about our parent company, Caterpillar Inc. (together with its subsidiaries, "Caterpillar" or "Cat") by visiting its Internet site (www.caterpillar.com). None of the information contained at any time on our Internet site, Caterpillar’s Internet site or the SEC’s Internet site is incorporated by reference into this document.

UNAUDITED

Caterpillar Financial Services Corporation

CONSOLIDATED STATEMENTS OF PROFIT

(Unaudited)

(Dollars in Millions)



	Three Months Ended June 30,					Six Months Ended June 30,
	2014		2013			2014			2013

Revenues:
Retail finance	$	345	$	352		$	682		$	699
Operating lease	259		229			521			449
Wholesale finance	83		80			156			157
Other, net	41		33			82			69
Total revenues	728		694			1,441			1,374

Expenses:
Interest	155		187			317			378
Depreciation on equipment leased to others	213		183			429			358
General, operating and administrative	112		108			213			211
Provision for credit losses	35		31			68			47
Other	7		5			15			10
Total expenses	522		514			1,042			1,004

Other income (expense)	—		(22		)	(5		)	(25		)

Profit before income taxes	206		158			394			345

Provision for income taxes	58		44			107			87

Profit of consolidated companies	148		114			287			258

Less: Profit attributable to noncontrolling interests	2		3			5			6

Profit ¹	$	146	$	111		$	282		$	252

¹ Profit attributable to Caterpillar Financial Services Corporation.

See Notes to Consolidated Financial Statements (unaudited).

UNAUDITED

Caterpillar Financial Services Corporation

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in Millions)



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013

Profit of consolidated companies	$	148		$	114		$	287		$	258

Other comprehensive income (loss), net of tax:
Foreign currency translation, net of tax (expense)/benefit of: 2014 $(9) three months, $(9) six months; 2013 $21 three months, $(9) six months	32			(61		)	36			(165		)
Derivative financial instruments:
Gains (losses) deferred, net of tax (expense)/benefit of: 2014 $1 three months, $1 six months; 2013 $(1) three months, $(1) six months	(2		)	2			(4		)	2
(Gains) losses reclassified to earnings, net of tax (expense)/benefit of: 2014 $0 three months, $0 six months; 2013 $(1) three months, $(1) six months	1			1			2			2
Total Other comprehensive income (loss), net of tax	31			(58		)	34			(161		)

Comprehensive income (loss)	179			56			321			97

Less: Comprehensive income attributable to the noncontrolling interests	2			5			4			8

Comprehensive income (loss) attributable to Caterpillar Financial Services Corporation	$	177		$	51		$	317		$	89

See Notes to Consolidated Financial Statements (unaudited).

UNAUDITED

Caterpillar Financial Services Corporation

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(Dollars in Millions, except share data)



	June 30, 2014			December 31, 2013
Assets:
Cash and cash equivalents	$	1,192		$	1,320
Finance receivables
Retail notes receivable	11,316			10,863
Wholesale notes receivable	4,556			4,153
Finance leases and installment sale contracts - Retail	15,112			14,582
Finance leases and installment sale contracts - Wholesale	451			480
	31,435			30,078
Less: Unearned income	(955		)	(976		)
Less: Allowance for credit losses	(387		)	(378		)
Total net finance receivables	30,093			28,724

Notes receivable from Caterpillar	329			345
Equipment on operating leases,
less accumulated depreciation	3,628			3,530
Deferred and refundable income taxes	129			160
Other assets	1,116			1,059
Total assets	$	36,487		$	35,138

Liabilities and stockholder’s equity:
Payable to dealers and others	$	124		$	118
Payable to Caterpillar – other	69			96
Accrued expenses	189			251
Income taxes payable	145			52
Payable to Caterpillar - borrowings	1,124			1,118
Short-term borrowings	5,534			3,663
Current maturities of long-term debt	6,873			6,592
Long-term debt	17,812			18,720
Deferred income taxes and other liabilities	485			517
Total liabilities	32,355			31,127

Commitments and contingent liabilities (Notes 7 and 9)

Common stock - $1 par value
Authorized: 2,000 shares; Issued and
outstanding: one share (at paid-in amount)	745			745
Additional paid-in capital	2			2
Retained earnings	3,106			3,024
Accumulated other comprehensive income/(loss)	152			117
Noncontrolling interests	127			123
Total stockholder’s equity	4,132			4,011

Total liabilities and stockholder’s equity	$	36,487		$	35,138

See Notes to Consolidated Financial Statements (unaudited).

UNAUDITED

Caterpillar Financial Services Corporation

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

(Unaudited)

(Dollars in Millions)



Six Months Ended June 30, 2013	Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive income/(loss)			Noncontrolling interests			Total
Balance at December 31, 2012	$	745	$	2	$	2,694		$	176		$	106		$	3,723
Profit of consolidated companies					252						6			258
Dividend paid to Caterpillar					(100		)							(100		)
Foreign currency translation, net of tax								(167		)	2			(165		)
Derivative financial instruments, net of tax								4						4
Balance at June 30, 2013	$	745	$	2	$	2,846		$	13		$	114		$	3,720

Six Months Ended June 30, 2014
Balance at December 31, 2013	$	745	$	2	$	3,024		$	117		$	123		$	4,011
Profit of consolidated companies					282						5			287
Dividend paid to Caterpillar					(200		)							(200		)
Foreign currency translation, net of tax								37			(1		)	36
Derivative financial instruments, net of tax								(2		)				(2		)
Balance at June 30, 2014	$	745	$	2	$	3,106		$	152		$	127		$	4,132

See Notes to Consolidated Financial Statements (unaudited).

UNAUDITED

Caterpillar Financial Services Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in Millions)



	Six Months Ended June 30,
	2014			2013
Cash flows from operating activities:
Profit of consolidated companies	$	287		$	258
Adjustments for non-cash items:
Depreciation and amortization	436			368
Amortization of receivables purchase discount	(123		)	(120		)
Provision for credit losses	68			47
Gain on sales of receivables	(4		)	(1		)
Other, net	6			33
Changes in assets and liabilities:
Receivables from others	(1		)	(18		)
Other receivables/payables with Caterpillar	(22		)	(10		)
Payable to dealers and others	(42		)	(26		)
Accrued interest payable	(66		)	(25		)
Accrued expenses and other liabilities, net	(13		)	(46		)
Income taxes payable	130			(7		)
Payments on interest rate swaps	(1		)	(2		)
Net cash provided by operating activities	655			451

Cash flows from investing activities:
Capital expenditures for equipment on operating leases and other capital expenditures	(779		)	(771		)
Proceeds from disposals of equipment	386			312
Additions to finance receivables	(7,223		)	(6,917		)
Collections of finance receivables	5,995			5,969
Net changes in Caterpillar purchased receivables	(109		)	(63		)
Proceeds from sales of receivables	107			90
Net change in variable lending to Caterpillar	—			32
Additions to other notes receivable with Caterpillar	—			(22		)
Collections on other notes receivable with Caterpillar	16			13
Restricted cash and cash equivalents activity, net	(44		)	(23		)
Other, net	(9		)	(7		)
Net cash provided by (used for) investing activities	(1,660		)	(1,387		)

Cash flows from financing activities:
Proceeds from debt issued (original maturities greater than three months)	4,961			5,067
Payments on debt issued (original maturities greater than three months)	(5,574		)	(5,300		)
Short-term borrowings, net (original maturities three months or less)	1,740			1,216
Dividend paid to Caterpillar	(200		)	(100		)
Net cash provided by (used for) financing activities	927			883

Effect of exchange rate changes on cash and cash equivalents	(50		)	(23		)

Increase/(decrease) in cash and cash equivalents	(128		)	(76		)
Cash and cash equivalents at beginning of year	1,320			2,080
Cash and cash equivalents at end of period	$	1,192		$	2,004

See Notes to Consolidated Financial Statements (unaudited).

UNAUDITED

Notes to Consolidated Financial Statements

(Unaudited)


1.	Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of (a) the consolidated profit for the three and six months ended June 30, 2014 and 2013, (b) the consolidated comprehensive income for the three and six months ended June 30, 2014 and 2013, (c) the consolidated financial position as of June 30, 2014 and December 31, 2013, (d) the consolidated changes in stockholder's equity for the six months ended June 30, 2014 and 2013 and (e) the consolidated cash flows for the six months ended June 30, 2014 and 2013. The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), requires management to make estimates and assumptions that affect reported amounts. The most significant estimates include those related to the residual values for leased assets, our Allowance for credit losses and the income tax reserve. Actual results may differ from these estimates.

Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2013.

The December 31, 2013 financial position data included herein was derived from the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2013, but does not include all disclosures required by U.S. GAAP.

We consolidate all variable-interest entities (VIEs) where we are the primary beneficiary. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. Please refer to Note 7 for more information.

UNAUDITED


2.	Accumulated Other Comprehensive Income/(Loss)

Comprehensive income/(loss) and its components are presented in the Consolidated Statements of Comprehensive Income. Changes in Accumulated other comprehensive income/(loss), net of tax, included in the Consolidated Statements of Changes in Stockholder's Equity, consisted of the following:



(Millions of dollars)	Foreign currency translation			Derivative financial instruments			Total

Three Months Ended June 30, 2013
Balance at March 31, 2013	$	80		$	(7	)	$	73
Other comprehensive income/(loss) before reclassifications	(63		)	2			(61		)
Amounts reclassified from accumulated other comprehensive income/(loss)	—			1			1
Other comprehensive income/(loss)	(63		)	3			(60		)
Balance at June 30, 2013	$	17		$	(4	)	$	13

Three Months Ended June 30, 2014
Balance at March 31, 2014	$	127		$	(6	)	$	121
Other comprehensive income/(loss) before reclassifications	32			(2		)	30
Amounts reclassified from accumulated other comprehensive income/(loss)	—			1			1
Other comprehensive income/(loss)	32			(1		)	31
Balance at June 30, 2014	$	159		$	(7	)	$	152

Six Months Ended June 30, 2013
Balance at December 31, 2012	$	184		$	(8	)	$	176
Other comprehensive income/(loss) before reclassifications	(167		)	2			(165		)
Amounts reclassified from accumulated other comprehensive income/(loss)	—			2			2
Other comprehensive income/(loss)	(167		)	4			(163		)
Balance at June 30, 2013	$	17		$	(4	)	$	13

Six Months Ended June 30, 2014
Balance at December 31, 2013	$	122		$	(5	)	$	117
Other comprehensive income/(loss) before reclassifications	37			(4		)	33
Amounts reclassified from accumulated other comprehensive income/(loss)	—			2			2
Other comprehensive income/(loss)	37			(2		)	35
Balance at June 30, 2014	$	159		$	(7	)	$	152

The effect of the reclassifications out of Accumulated other comprehensive income/(loss) on the Consolidated Statements of Profit was as follows:



(Millions of dollars)		Three Months Ended June 30,						Six Months Ended June 30,
	Classification of income (expense)	2014			2013			2014			2013
Foreign exchange contracts	Other income (expense)	$	—		$	—		$	—		$	—
Interest rate contracts	Interest expense	(1		)	(2		)	(2		)	(3		)
Reclassifications before tax		(1		)	(2		)	(2		)	(3		)
Tax (provision) benefit		—			1			—			1
Total reclassifications from Accumulated other comprehensive income/(loss)		$	(1	)	$	(1	)	$	(2	)	$	(2	)

UNAUDITED


3.	New Accounting Pronouncements

Joint and several liability arrangements – In February 2013, the Financial Accounting Standards Board (FASB) issued accounting guidance on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements. The guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The entity is also required to disclose the nature and amount of the obligation as well as any other information about those obligations. This guidance was effective January 1, 2014, with retrospective application required. The guidance did not have a material impact on our financial statements.

Parent's accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity – In March 2013, the FASB issued accounting guidance on the parent's accounting for the cumulative translation adjustment (CTA) upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. The new standard clarifies existing guidance regarding when the CTA should be released into earnings upon various deconsolidation and consolidation transactions. The guidance was effective January 1, 2014. The guidance did not have a material impact on our financial statements.

Presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists – In July 2013, the FASB issued accounting guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward in the financial statements if available under the applicable tax jurisdiction. The guidance was effective January 1, 2014. The guidance did not have a material impact on our financial statements.

Reporting discontinued operations and disclosures of disposals of components of an entity – In April 2014, the FASB issued accounting guidance for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The guidance defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. This guidance is effective January 1, 2015. We do not expect the adoption to have a material impact on our financial statements.

Revenue recognition – In May 2014, the FASB issued new revenue recognition guidance to provide a single, comprehensive revenue recognition model for all contracts with customers. Under the new guidance, an entity will recognize revenue to depict the transfer of promised goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. A five step model has been introduced for an entity to apply when recognizing revenue. The new guidance also includes enhanced disclosure requirements and is effective January 1, 2017. Entities have the option to apply the new guidance under a retrospective approach to each prior reporting period presented, or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the Consolidated Statement of Changes in Stockholder's Equity. We are in the process of evaluating the application and implementation of the new guidance.

UNAUDITED


4.	Financing Activities

A. Credit Quality of Financing Receivables and Allowance for Credit Losses

We apply a systematic methodology to determine the Allowance for credit losses for finance receivables. Based upon our analysis of credit losses and risk factors, our portfolio segments are as follows:


•	Customer - Finance receivables with retail customers.


•	Dealer - Finance receivables with Caterpillar dealers.


•	Caterpillar Purchased Receivables - Trade receivables purchased from Caterpillar entities.

We further evaluate our portfolio segments by the class of finance receivables, which is defined as a level of information (below a portfolio segment) in which the finance receivables have the same initial measurement attribute and a similar method for assessing and monitoring credit risk. Typically, our finance receivables within a geographic area have similar credit risk profiles and methods for assessing and monitoring credit risk. Our classes, which align with management reporting for credit losses, are as follows:


•	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.

Impaired loans and finance leases

For all classes, a loan or finance lease is considered impaired, based on current information and events, if it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan or finance lease. Loans and finance leases reviewed for impairment include loans and finance leases that are past due, non-performing or in bankruptcy. Recognition of income is suspended and the loan or finance lease is placed on non-accrual status when management determines that collection of future income is not probable (generally after 120 days past due except in locations where local regulatory requirements dictate a different method, or instances in which relevant information is known that warrants placing the loan or finance lease on non-accrual status). Accrual is resumed and previously suspended income is recognized, when the loan or finance lease becomes contractually current and/or collection doubts are removed. Cash receipts on impaired loans or finance leases are recorded against the receivable and then to any unrecognized income.

There were no impaired loans or finance leases as of June 30, 2014 and December 31, 2013, for the Dealer and Caterpillar Purchased Receivables portfolio segments. The average recorded investment for impaired loans and finance leases for the Dealer and Caterpillar Purchased Receivables portfolio segments was zero for the three and six months ended June 30, 2014 and 2013.

UNAUDITED

Individually impaired loans and finance leases for the Customer portfolio segment were as follows:



(Millions of dollars)
	As of June 30, 2014						As of December 31, 2013
Impaired Loans and Finance Leases With No Allowance Recorded	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
Customer
North America	$	20	$	20	$	—	$	23	$	22	$	—
Europe	46		46		—		48		47		—
Asia/Pacific	1		1		—		7		7		—
Mining	42		42		—		134		134		—
Latin America	38		38		—		11		11		—
Caterpillar Power Finance	150		149		—		223		222		—
Total	$	297	$	296	$	—	$	446	$	443	$	—
Impaired Loans and Finance Leases With An Allowance Recorded
Customer
North America	$	15	$	15	$	7	$	13	$	13	$	4
Europe	14		14		5		20		19		7
Asia/Pacific	17		17		4		17		17		2
Mining	114		114		11		—		—		—
Latin America	10		10		3		23		23		6
Caterpillar Power Finance	89		88		24		110		106		51
Total	$	259	$	258	$	54	$	183	$	178	$	70
Total Impaired Loans and Finance Leases
Customer
North America	$	35	$	35	$	7	$	36	$	35	$	4
Europe	60		60		5		68		66		7
Asia/Pacific	18		18		4		24		24		2
Mining	156		156		11		134		134		—
Latin America	48		48		3		34		34		6
Caterpillar Power Finance	239		237		24		333		328		51
Total	$	556	$	554	$	54	$	629	$	621	$	70

UNAUDITED



(Millions of dollars)
	Three Months Ended June 30, 2014				Three Months Ended June 30, 2013
Impaired Loans and Finance Leases With No Allowance Recorded	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Customer
North America	$	22	$	—	$	28	$	2
Europe	47		—		45		—
Asia/Pacific	4		—		5		—
Mining	87		1		4		—
Latin America	37		—		9		—
Caterpillar Power Finance	162		1		287		1
Total	$	359	$	2	$	378	$	3
Impaired Loans and Finance Leases With An Allowance Recorded
Customer
North America	$	13	$	—	$	17	$	—
Europe	16		—		21		—
Asia/Pacific	14		1		16		—
Mining	73		2		2		—
Latin America	17		—		41		—
Caterpillar Power Finance	63		—		151		—
Total	$	196	$	3	$	248	$	—
Total Impaired Loans and Finance Leases
Customer
North America	$	35	$	—	$	45	$	2
Europe	63		—		66		—
Asia/Pacific	18		1		21		—
Mining	160		3		6		—
Latin America	54		—		50		—
Caterpillar Power Finance	225		1		438		1
Total	$	555	$	5	$	626	$	3

UNAUDITED



(Millions of dollars)
	Six Months Ended June 30, 2014				Six Months Ended June 30, 2013
Impaired Loans and Finance Leases With No Allowance Recorded	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Customer
North America	$	23	$	1	$	28	$	3
Europe	47		—		45		—
Asia/Pacific	5		—		5		—
Mining	107		3		3		—
Latin America	26		—		9		—
Caterpillar Power Finance	188		3		286		1
Total	$	396	$	7	$	376	$	4
Impaired Loans and Finance Leases With An Allowance Recorded
Customer
North America	$	11	$	—	$	20	$	—
Europe	18		—		24		1
Asia/Pacific	15		1		17		1
Mining	51		2		1		—
Latin America	20		—		38		1
Caterpillar Power Finance	75		1		139		—
Total	$	190	$	4	$	239	$	3
Total Impaired Loans and Finance Leases
Customer
North America	$	34	$	1	$	48	$	3
Europe	65		—		69		1
Asia/Pacific	20		1		22		1
Mining	158		5		4		—
Latin America	46		—		47		1
Caterpillar Power Finance	263		4		425		1
Total	$	586	$	11	$	615	$	7

Non-accrual and past due loans and finance leases

For all classes, we consider a loan or finance lease past due if any portion of a contractual payment is due and unpaid for more than 30 days. Recognition of income is suspended and the loan or finance lease is placed on non-accrual status when management determines that collection of future income is not probable (generally after 120 days past due except in locations where local regulatory requirements dictate a different method, or instances in which relevant information is known that warrants placing the loan or finance lease on non-accrual status). Accrual is resumed and previously suspended income is recognized, when the loan or finance lease becomes contractually current and/or collection doubts are removed.

As of June 30, 2014 and December 31, 2013, there were no loans or finance leases on non-accrual status for the Dealer or Caterpillar Purchased Receivables portfolio segments.

UNAUDITED

The investment in customer loans and finance leases on non-accrual status was as follows:



(Millions of dollars)
	June 30, 2014		December 31, 2013
Customer
North America	$	27	$	26
Europe	30		28
Asia/Pacific	80		50
Mining	26		23
Latin America	192		179
Caterpillar Power Finance	118		119
Total	$	473	$	425

Aging related to loans and finance leases was as follows:



(Millions of dollars)
	June 30, 2014
	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	$	34	$	9	$	31	$	74	$	6,926	$	7,000	$	5
Europe	45		25		35		105		2,860		2,965		10
Asia/Pacific	67		33		94		194		3,195		3,389		16
Mining	4		—		12		16		2,119		2,135		—
Latin America	68		46		164		278		2,692		2,970		2
Caterpillar Power Finance	13		—		130		143		3,045		3,188		17
Dealer
North America	—		—		—		—		3,352		3,352		—
Europe	—		—		—		—		539		539		—
Asia/Pacific	—		—		—		—		696		696		—
Mining	—		—		—		—		4		4		—
Latin America	—		—		—		—		880		880		—
Caterpillar Power Finance	—		—		—		—		—		—		—
Caterpillar Purchased Receivables
North America	22		9		3		34		1,928		1,962		3
Europe	3		1		—		4		501		505		—
Asia/Pacific	—		—		—		—		400		400		—
Mining	—		—		—		—		—		—		—
Latin America	—		—		—		—		487		487		—
Caterpillar Power Finance	1		1		—		2		6		8		—
Total	$	257	$	124	$	469	$	850	$	29,630	$	30,480	$	53

UNAUDITED



(Millions of dollars)
	December 31, 2013
	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	$	37	$	12	$	24	$	73	$	6,522	$	6,595	$	—
Europe	26		15		29		70		2,805		2,875		6
Asia/Pacific	55		46		59		160		3,174		3,334		11
Mining	3		—		12		15		2,128		2,143		—
Latin America	54		25		165		244		2,474		2,718		5
Caterpillar Power Finance	55		30		60		145		2,946		3,091		—
Dealer
North America	—		—		—		—		3,034		3,034		—
Europe	—		—		—		—		569		569		—
Asia/Pacific	—		—		—		—		706		706		—
Mining	—		—		—		—		5		5		—
Latin America	—		—		—		—		940		940		—
Caterpillar Power Finance	—		—		—		—		—		—		—
Caterpillar Purchased Receivables
North America	26		5		2		33		1,539		1,572		2
Europe	2		1		1		4		423		427		—
Asia/Pacific	—		—		—		—		468		468		—
Mining	—		—		—		—		—		—		—
Latin America	—		—		—		—		616		616		—
Caterpillar Power Finance	—		—		1		1		8		9		1
Total	$	258	$	134	$	353	$	745	$	28,357	$	29,102	$	25

UNAUDITED

Allowance for credit losses

An analysis of the Allowance for credit losses was as follows:



(Millions of dollars)
	June 30, 2014
Allowance for Credit Losses:	Customer			Dealer		Caterpillar Purchased Receivables		Total
Balance at beginning of year	$	365		$	10	$	3	$	378
Receivables written off	(83		)	—		—		(83		)
Recoveries on receivables previously written off	26			—		—		26
Provision for credit losses	67			—		—		67
Adjustment due to sale of receivables	(2		)	—		—		(2		)
Foreign currency translation adjustment	1			—		—		1
Balance at end of period	$	374		$	10	$	3	$	387

Individually evaluated for impairment	$	54		$	—	$	—	$	54
Collectively evaluated for impairment	320			10		3		333
Ending Balance	$	374		$	10	$	3	$	387

Recorded Investment in Finance Receivables:
Individually evaluated for impairment	$	556		$	—	$	—	$	556
Collectively evaluated for impairment	21,091			5,471		3,362		29,924
Ending Balance	$	21,647		$	5,471	$	3,362	$	30,480



(Millions of dollars)
	December 31, 2013
Allowance for Credit Losses:	Customer			Dealer		Caterpillar Purchased Receivables		Total
Balance at beginning of year	$	414		$	9	$	3	$	426
Receivables written off	(179		)	—		—		(179		)
Recoveries on receivables previously written off	56			—		—		56
Provision for credit losses	83			1		—		84
Adjustment due to sale of receivables	(3		)	—		—		(3		)
Foreign currency translation adjustment	(6		)	—		—		(6		)
Balance at end of year	$	365		$	10	$	3	$	378

Individually evaluated for impairment	$	70		$	—	$	—	$	70
Collectively evaluated for impairment	295			10		3		308
Ending Balance	$	365		$	10	$	3	$	378

Recorded Investment in Finance Receivables:
Individually evaluated for impairment	$	629		$	—	$	—	$	629
Collectively evaluated for impairment	20,127			5,254		3,092		28,473
Ending Balance	$	20,756		$	5,254	$	3,092	$	29,102

UNAUDITED

Credit quality of finance receivables

The credit quality of finance receivables is reviewed on a monthly basis. Credit quality indicators include performing and non-performing. Non-performing is defined as finance receivables currently over 120 days past due and/or on non-accrual status or in bankruptcy. Finance receivables not meeting the criteria listed above are considered performing. Non-performing receivables have the highest probability for credit loss. The Allowance for credit losses attributable to non-performing receivables is based on the most probable source of repayment, which is normally the liquidation of collateral. In determining collateral value, we estimate the current fair market value of the collateral less selling costs. In addition, consideration is given to credit enhancements such as additional collateral and contractual third-party guarantees in determining the Allowance for credit losses attributable to non-performing receivables.

The recorded investment in performing and non-performing finance receivables was as follows:



(Millions of dollars)
	June 30, 2014
	Customer		Dealer		Caterpillar Purchased Receivables		Total
Performing
North America	$	6,973	$	3,352	$	1,962	$	12,287
Europe	2,935		539		505		3,979
Asia/Pacific	3,309		696		400		4,405
Mining	2,109		4		—		2,113
Latin America	2,778		880		487		4,145
Caterpillar Power Finance	3,070		—		8		3,078
Total Performing	$	21,174	$	5,471	$	3,362	$	30,007
Non-Performing
North America	$	27	$	—	$	—	$	27
Europe	30		—		—		30
Asia/Pacific	80		—		—		80
Mining	26		—		—		26
Latin America	192		—		—		192
Caterpillar Power Finance	118		—		—		118
Total Non-Performing	$	473	$	—	$	—	$	473
Total Performing and Non-Performing
North America	$	7,000	$	3,352	$	1,962	$	12,314
Europe	2,965		539		505		4,009
Asia/Pacific	3,389		696		400		4,485
Mining	2,135		4		—		2,139
Latin America	2,970		880		487		4,337
Caterpillar Power Finance	3,188		—		8		3,196
Total	$	21,647	$	5,471	$	3,362	$	30,480

UNAUDITED



(Millions of dollars)
	December 31, 2013
	Customer		Dealer		Caterpillar Purchased Receivables		Total
Performing
North America	$	6,569	$	3,034	$	1,572	$	11,175
Europe	2,847		569		427		3,843
Asia/Pacific	3,284		706		468		4,458
Mining	2,120		5		—		2,125
Latin America	2,539		940		616		4,095
Caterpillar Power Finance	2,972		—		9		2,981
Total Performing	$	20,331	$	5,254	$	3,092	$	28,677
Non-Performing
North America	$	26	$	—	$	—	$	26
Europe	28		—		—		28
Asia/Pacific	50		—		—		50
Mining	23		—		—		23
Latin America	179		—		—		179
Caterpillar Power Finance	119		—		—		119
Total Non-Performing	$	425	$	—	$	—	$	425
Total Performing and Non-Performing
North America	$	6,595	$	3,034	$	1,572	$	11,201
Europe	2,875		569		427		3,871
Asia/Pacific	3,334		706		468		4,508
Mining	2,143		5		—		2,148
Latin America	2,718		940		616		4,274
Caterpillar Power Finance	3,091		—		9		3,100
Total	$	20,756	$	5,254	$	3,092	$	29,102

Troubled debt restructurings

A restructuring of a loan or finance lease receivable constitutes a troubled debt restructuring (TDR) when the lender grants a concession it would not otherwise consider to a borrower experiencing financial difficulties. Concessions granted may include extended contract maturities, inclusion of interest only periods, below market interest rates, extended skip payment periods and reduction of principal and/or accrued interest.

TDRs are reviewed along with other receivables as part of management’s ongoing evaluation of the adequacy of the Allowance for credit losses. The Allowance for credit losses attributable to TDRs is based on the most probable source of repayment, which is normally the liquidation of collateral. In determining collateral value, we estimate the current fair market value of the collateral less selling costs. In addition, consideration is given to credit enhancements such as additional collateral and contractual third-party guarantees in determining the Allowance for credit losses attributable to TDRs.

There were no loans or finance lease receivables modified as TDRs during the three and six months ended June 30, 2014 and 2013 for the Dealer or Caterpillar Purchased Receivables portfolio segments.

UNAUDITED

Loans and finance lease receivables in the Customer portfolio segment modified as TDRs were as follows:



(Dollars in millions)	Three Months Ended June 30, 2014					Three Months Ended June 30, 2013
	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	1	$	—	$	—	22	$	2	$	3
Europe	5	2		2		8	1		1
Mining	1	32		23		—	—		—
Latin America	1	—		—		6	1		1
Caterpillar Power Finance⁽¹⁾	5	35		34		—	—		—
Total⁽²⁾	13	$	69	$	59	36	$	4	$	5

	Six Months Ended June 30, 2014					Six Months Ended June 30, 2013
	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	4	$	2	$	2	32	$	4	$	5
Europe	8	7		7		8	1		1
Mining	2	43		33		—	—		—
Latin America	2	29		28		6	1		1
Caterpillar Power Finance⁽¹⁾	6	36		35		4	36		37
Total⁽²⁾	22	$	117	$	105	50	$	42	$	44

⁽¹⁾During the three and six months ended June 30, 2014, there were no additional funds subsequently loaned to a borrower whose terms had been modified in a TDR. During the three and six months ended June 30, 2013, $7 million and $12 million, respectively, of additional funds were subsequently loaned to a borrower whose terms had been modified in a TDR. The $7 and $12 million of additional funds are not reflected in the table above as no incremental modifications have been made with the borrower during the periods presented. At June 30, 2014, remaining commitments to lend additional funds to a borrower whose terms have been modified in a TDR were $2 million.

⁽²⁾Modifications include extended contract maturities, inclusion of interest only periods, below market interest rates, extended skip payment periods and reduction of principal and/or accrued interest.

TDRs in the Customer portfolio segment with a payment default during the three and six months ended June 30, 2014 and 2013, which had been modified within twelve months prior to the default date, were as follows:



(Dollars in millions)	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013
	Number of Contracts	Post-TDR Recorded Investment		Number of Contracts	Post-TDR Recorded Investment
Customer
North America	—	$	—	5	$	1
Total	—	$	—	5	$	1

	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
	Number of Contracts	Post-TDR Recorded Investment		Number of Contracts	Post-TDR Recorded Investment
Customer
North America	7	$	1	13	$	3
Europe	7	1		—	—
Caterpillar Power Finance	—	—		2	3
Total	14	$	2	15	$	6

UNAUDITED


B.	Transfers of Receivables

Certain finance receivables and equipment on operating leases are sold to third parties with limited or no recourse to us to mitigate the concentration of credit risk with certain customers and are generally accounted for as sales. We typically maintain servicing responsibilities for these third-party assets, which totaled $308 million and $322 million as of June 30, 2014 and December 31, 2013, respectively. Because we do not receive a servicing fee for these assets, a servicing liability is recorded. As of June 30, 2014 and December 31, 2013, these liabilities were $1 million and $2 million, respectively. These assets are not available to pay our creditors.


C.	Purchases of Trade Receivables from Caterpillar Entities

We purchase trade receivables from Caterpillar entities at a discount. The discount is an estimate of the amount of financing revenue that would be earned at a market rate on these trade receivables over their expected life. The discount is amortized into revenue on an effective yield basis over the life of the receivables and recognized as Wholesale finance revenue. Amortized discounts for the trade receivables were $65 million and $62 million for the three months ended June 30, 2014 and 2013, respectively, and $123 million and $120 million for the six months ended June 30, 2014 and 2013, respectively. In the Consolidated Statements of Cash Flows, collection of the discount is included in investing activities as the receivables are collected.


5.	Derivative Financial Instruments and Risk Management

Our earnings and cash flow are subject to fluctuations due to changes in foreign currency exchange rates and interest rates. Our Risk Management Policy (policy) allows for the use of derivative financial instruments to prudently manage foreign currency exchange rate and interest rate exposures. Our policy specifies that derivatives are not to be used for speculative purposes. Derivatives that we use are primarily foreign currency forward, option and cross currency contracts and interest rate swaps. Our derivative activities are subject to the management, direction and control of our senior financial officers. Risk management practices, including the use of financial derivative instruments, are presented to our Board of Directors and the Audit Committee of the Caterpillar Inc. Board of Directors at least annually.

All derivatives are recognized on the Consolidated Statements of Financial Position at their fair value. On the date the derivative contract is entered into, we designate the derivative as (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), (2) a hedge of a forecasted transaction or the cash flow variability associated with variable-rate debt (cash flow hedge) or (3) an undesignated instrument. Changes in the fair value of a derivative that is qualified, designated and highly effective as a fair value hedge, along with the gain or loss on the hedged recognized asset or liability that is attributable to the hedged risk, are recorded in current earnings. Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in Accumulated other comprehensive income (loss) (AOCI), to the extent effective, on the Consolidated Statements of Financial Position until they are reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in current earnings. Cash flows from designated derivative financial instruments are classified within the same category as the item being hedged on the Consolidated Statements of Cash Flows. Cash flows from undesignated derivative financial instruments are included in the investing category on the Consolidated Statements of Cash Flows.

We formally document all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair value hedges to specific assets and liabilities on the Consolidated Statements of Financial Position and linking cash flow hedges to specific forecasted transactions or variability of cash flow.

We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivatives that are used in hedging transactions are highly effective in offsetting changes in fair value or cash flow of hedged items. When a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, we discontinue hedge accounting prospectively, in accordance with derecognition criteria for hedge accounting.

UNAUDITED

Foreign currency exchange rate risk

We have net foreign currency balance sheet positions and expected future transactions denominated in foreign currencies, thereby creating exposure to movements in foreign exchange rates. In managing foreign currency risk, our objective is to minimize earnings volatility resulting from conversion and the remeasurement of net foreign currency balance sheet positions and expected future transactions denominated in foreign currencies. Our policy allows the use of foreign currency forward, option and cross currency contracts to offset the risk of currency mismatch between our receivables and debt and exchange rate risk associated with expected future transactions denominated in foreign currencies. Substantially all such foreign currency forward, option and cross currency contracts are undesignated.

Interest rate risk

Interest rate movements create a degree of risk by affecting the amount of our interest payments and the value of our fixed-rate debt. Our practice is to use interest rate swaps to manage our exposure to interest rate changes and, in some cases, to lower the cost of borrowed funds.

We have a match-funding policy that addresses interest rate risk by aligning the interest rate profile (fixed or floating rate) of our debt portfolio with the interest rate profile of our receivables portfolio within predetermined ranges on an ongoing basis. In connection with that policy, we use interest rate derivative instruments to modify the debt structure to match assets within the receivables portfolio. This matched funding reduces the volatility of margins between interest-bearing assets and interest-bearing liabilities, regardless of which direction interest rates move.

Our policy allows us to use fixed-to-floating, floating-to-fixed and floating-to-floating interest rate swaps to meet the match-funding objective. We designate fixed-to-floating interest rate swaps as fair value hedges to protect debt against changes in fair value due to changes in the benchmark interest rate. We designate most floating-to-fixed interest rate swaps as cash flow hedges to protect against the variability of cash flows due to changes in the benchmark interest rate.

As of June 30, 2014, $4 million of deferred net losses, net of tax, included in equity (AOCI in the Consolidated Statements of Financial Position), related to our floating-to-fixed interest rate swaps, are expected to be reclassified to Interest expense over the next twelve months. The actual amount recorded in Interest expense will vary based on interest rates at the time the hedged transactions impact earnings.

We have, at certain times, liquidated fixed-to-floating interest rate swaps that resulted in deferred gains at the time of liquidation. The deferred gains associated with these interest rate swaps are included in Long-term debt in the Consolidated Statements of Financial Position and are being amortized to Interest expense over the remaining term of the previously designated hedged item.

The location and fair value of derivative instruments reported in the Consolidated Statements of Financial Position were as follows:



(Millions of dollars)
		Asset (Liability) Fair Value
	Consolidated Statements of Financial Position Location	June 30, 2014			December 31, 2013
Designated derivatives
Interest rate contracts	Other assets	$	101		$	122
Interest rate contracts	Accrued expenses	(8		)	(6		)
		$	93		$	116
Undesignated derivatives
Foreign exchange contracts	Other assets	$	4		$	7
Foreign exchange contracts	Accrued expenses	(5		)	(4		)
Cross currency contracts	Other assets	5			9
		$	4		$	12

UNAUDITED

The total notional amounts of the derivative instruments were $5.97 billion and $6.74 billion as of June 30, 2014 and December 31, 2013, respectively. The notional amounts of the derivative financial instruments do not represent amounts exchanged by the parties. The amounts exchanged by the parties are calculated by reference to the notional amounts and by other terms of the derivatives, such as foreign currency exchange rates and interest rates.

For the six months ended June 30, 2014 and 2013, the deferred gains (losses) recorded in AOCI on the Consolidated Statements of Changes in Stockholder’s Equity associated with our cash flow interest rate contract hedges were as follows:



(Millions of dollars)
Balance as of December 31, 2013, net of tax of $3	$	(5	)
Gains (losses) deferred during the period, net of tax of $1	(4		)
(Gains) losses reclassified to earnings, net of tax of $0	2
Balance as of June 30, 2014, net of tax of $4	$	(7	)



(Millions of dollars)
Balance as of December 31, 2012, net of tax of $4	$	(8	)
Gains (losses) deferred during the period, net of tax of $(1)	2
(Gains) losses reclassified to earnings, net of tax of $1	2
Balance as of June 30, 2013, net of tax of $2	$	(4	)

The effect of derivatives designated as hedging instruments on the Consolidated Statements of Profit was as follows:



Fair Value Hedges
(Millions of dollars)
		Three Months Ended June 30, 2014					Three Months Ended June 30, 2013
	Classification	Gains (Losses) on Derivatives			Gains (Losses) on Borrowings		Gains (Losses) on Derivatives			Gains (Losses) on Borrowings
Interest rate contracts	Other income (expense)	$	(6	)	$	8	$	(49	)	$	50

		Six Months Ended June 30, 2014					Six Months Ended June 30, 2013
	Classification	Gains (Losses) on Derivatives			Gains (Losses) on Borrowings		Gains (Losses) on Derivatives			Gains (Losses) on Borrowings
Interest rate contracts	Other income (expense)	$	(19	)	$	23	$	(78	)	$	80

UNAUDITED



Cash Flow Hedges
(Millions of dollars)
		Three Months Ended June 30, 2014
	Classification	Reclassified from AOCI to Earnings (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	Interest expense	$	(1	)	$	—
Interest rate contracts	Other income (expense)	—			—
		$	(1	)	$	—

		Three Months Ended June 30, 2013
	Classification	Reclassified from AOCI to Earnings (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	Interest expense	$	(2	)	$	—
Interest rate contracts	Other income (expense)	—			—
		$	(2	)	$	—

		Six Months Ended June 30, 2014
	Classification	Reclassified from AOCI to Earnings (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	Interest expense	$	(2	)	$	—
Interest rate contracts	Other income (expense)	—			—
		$	(2	)	$	—

		Six Months Ended June 30, 2013
	Classification	Reclassified from AOCI to Earnings (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	Interest expense	$	(3	)	$	—
Interest rate contracts	Other income (expense)	—			—
		$	(3	)	$	—

The effect of derivatives not designated as hedging instruments on the Consolidated Statements of Profit was as follows:



Undesignated Derivatives
(Millions of dollars)		Three Months Ended June 30,
	Classification	2014			2013
Foreign exchange contracts	Other income (expense)	$	(9	)	$	5
Cross currency contracts	Other income (expense)	(3		)	11
		$	(12	)	$	16

		Six Months Ended June 30,
	Classification	2014			2013
Foreign exchange contracts	Other income (expense)	$	(10	)	$	(6	)
Cross currency contracts	Other income (expense)	(7		)	7
		$	(17	)	$	1

UNAUDITED

Balance sheet offsetting

We enter into International Swaps and Derivatives Association (ISDA) master netting agreements that permit the net settlement of amounts owed under their respective derivative contracts. Under these master netting agreements, net settlement generally permits us or the counterparty to determine the net amount payable for contracts due on the same date and in the same currency for similar types of derivative transactions. The master netting agreements generally also provide for net settlement of all outstanding contracts with a counterparty in the case of an event of default or a termination event.

Collateral is generally not required of the counterparties or us under the master netting agreements. As of June 30, 2014 and December 31, 2013, no cash collateral was received or pledged under the master netting agreements.

The effect of the net settlement provisions of the master netting agreements on our derivative balances upon an event of default or a termination event was as follows:



Offsetting of Derivative Assets and Liabilities
(Millions of dollars)
	June 30, 2014			December 31, 2013
Derivative Assets
Gross Amount of Recognized Assets	$	110		$	138
Gross Amounts Offset	—			—
Net Amount of Assets⁽¹⁾	110			138
Gross Amounts Not Offset
Financial Instruments	(8		)	(9		)
Cash Collateral Received	—			—
Net Amount	$	102		$	129

Derivative Liabilities
Gross Amount of Recognized Liabilities	$	(13	)	$	(10	)
Gross Amounts Offset	—			—
Net Amount of Liabilities⁽¹⁾	(13		)	(10		)
Gross Amounts Not Offset
Financial Instruments	8			9
Cash Collateral Pledged	—			—
Net Amount	$	(5	)	$	(1	)

⁽¹⁾ As presented in the Consolidated Statements of Financial Position.

UNAUDITED


6.	Segment Information

A. Description of Segments

Our segment data is based on disclosure requirements of accounting guidance on segment reporting, which requires that financial information be reported on the basis that is used internally for measuring segment performance. Internally, we report information for operating segments based on management responsibility. Our operating segments offer primarily the same types of services within each of the respective segments. The operating segments are as follows:


•	North America - Includes our operations in the United States and Canada that serve local dealers and customers.

•

Europe and Caterpillar Power Finance - This segment includes our operations that serve dealers and customers in Europe, Africa, Middle East and the Commonwealth of Independent States. This segment also includes Caterpillar Power Finance (CPF), which finances marine vessels with Caterpillar engines worldwide and also provides debt financing for Caterpillar electrical power generation, gas compression and co-generation systems, as well as non-Caterpillar equipment that is powered by these systems worldwide.


•	Asia/Pacific - This segment includes our operations in Australia, China, Japan, South Korea and Southeast Asia that serve local dealers and customers.


•	Latin America - Includes our operations in Brazil, Mexico and Chile that serve local dealers and customers in Central and South America.


•	Mining - This segment includes large mining customers worldwide. This segment also provides project financing in various countries.

B. Measurement and Reconciliations

Cash, debt and other expenses are allocated to operating segments based on their respective portfolios. The related Interest expense is calculated based on the amount of allocated debt and the rates associated with that debt. The performance of each segment is assessed based on a consistent leverage ratio. The Provision for credit losses included in each operating segment's profit is based on each operating segment's share of the Company's Allowance for credit losses.

Reconciling items are created based on accounting differences between operating segment reporting and our consolidated external reporting. For the reconciliation of profit before income taxes, we have grouped the reconciling items as follows:


•	Unallocated - This item is related to corporate requirements and strategies that are considered to be for the benefit of the entire organization. Also included are the consolidated results of the special purpose corporation (see Note 7 for additional information) and other miscellaneous items.


•	Timing - Timing differences in the recognition of costs between operating segment reporting and consolidated external reporting.


•	Methodology - Methodology differences between our operating segment reporting and our consolidated external reporting are as follows:


◦	Segment assets include off-balance sheet managed assets for which we typically maintain servicing responsibilities.


◦	The impact of the difference between the actual leverage and the segment leverage ratios is included as a methodology difference.


◦	Interest expense includes realized forward points on foreign currency forward contracts, with the mark-to-market elements of the forward exchange contracts included as a methodology difference.


◦	The profit attributable to noncontrolling interests is considered a component of segment profit.

As noted above, the operating segment information is presented on a management-reporting basis. Unlike financial reporting, there is no authoritative guidance for management reporting equivalent to U.S. GAAP.

UNAUDITED

Supplemental segment data and reconciliations to consolidated external reporting for the three months ended June 30 was as follows:



(Millions of dollars) 2014	Revenues			Segment Profit			Interest Expense			Depreciation on equipment leased to others		Provision for credit losses			Segment Assets at June 30, 2014			Capital expenditures
North America	$	265		$	90		$	55		$	87	$	6		$	13,248		$	348
Europe and CPF	123			34			23			25		10			8,253			33
Asia/Pacific	95			29			30			6		12			5,284			7
Latin America	112			38			32			26		(1		)	4,993			25
Mining	123			23			16			68		8			3,440			95
Total Segments	718			214			156			212		35			35,218			508
Unallocated	17			(21		)	11			1		3			1,664			1
Timing	(7		)	—			—			—		(3		)	26			1
Methodology	—			13			(12		)	—		—			(197		)	—
Inter-segment Eliminations	—			—			—			—		—			(224		)	—
Total	$	728		$	206		$	155		$	213	$	35		$	36,487		$	510

2013	Revenues			Segment Profit			Interest Expense			Depreciation on equipment leased to others		Provision for credit losses			Segment Assets at December 31, 2013			Capital expenditures
North America	$	236		$	74		$	66		$	71	$	(2	)	$	12,158		$	207
Europe and CPF	120			30			26			20		17			8,068			69
Asia/Pacific	103			45			33			6		2			5,272			13
Latin America	105			32			37			22		1			4,953			60
Mining	117			24			21			64		3			3,441			101
Total Segments	681			205			183			183		21			33,892			450
Unallocated	20			(20		)	15			—		(1		)	1,595			—
Timing	(7		)	(39		)	—			—		11			68			1
Methodology	—			12			(11		)	—		—			(190		)	—
Inter-segment Eliminations	—			—			—			—		—			(227		)	—
Total	$	694		$	158		$	187		$	183	$	31		$	35,138		$	451

UNAUDITED

Supplemental segment data and reconciliations to consolidated external reporting for the six months ended June 30 was as follows:



(Millions of dollars) 2014	Revenues			Segment Profit			Interest Expense			Depreciation on equipment leased to others		Provision for credit losses			Segment Assets at June 30, 2014			Capital expenditures
North America	$	512		$	167		$	115		$	167	$	9		$	13,248		$	478
Europe and CPF	253			75			47			51		19			8,253			64
Asia/Pacific	187			68			58			12		18			5,284			17
Latin America	217			67			64			53		—			4,993			60
Mining	248			33			34			145		21			3,440			158
Total Segments	1,417			410			318			428		67			35,218			777
Unallocated	38			(34		)	23			1		3			1,664			1
Timing	(14		)	(2		)	—			—		(2		)	26			1
Methodology	—			20			(24		)	—		—			(197		)	—
Inter-segment Eliminations	—			—			—			—		—			(224		)	—
Total	$	1,441		$	394		$	317		$	429	$	68		$	36,487		$	779

2013	Revenues			Segment Profit			Interest Expense			Depreciation on equipment leased to others		Provision for credit losses			Segment Assets at December 31, 2013			Capital expenditures
North America	$	461		$	138		$	131		$	141	$	(3	)	$	12,158		$	315
Europe and CPF	242			67			54			39		26			8,068			100
Asia/Pacific	209			91			68			13		4			5,272			24
Latin America	211			60			73			42		9			4,953			124
Mining	227			38			41			122		14			3,441			206
Total Segments	1,350			394			367			357		50			33,892			769
Unallocated	37			(36		)	30			1		(2		)	1,595			1
Timing	(13		)	(30		)	—			—		(1		)	68			1
Methodology	—			17			(19		)	—		—			(190		)	—
Inter-segment Eliminations	—			—			—			—		—			(227		)	—
Total	$	1,374		$	345		$	378		$	358	$	47		$	35,138		$	771


7.	Guarantees

We provide loan guarantees to third-party lenders for financing associated with machinery purchased by customers. These guarantees have varying terms and are secured by the machinery being financed. In addition, we participate in standby letters of credit issued to third parties on behalf of our customers. These standby letters of credit have varying terms and beneficiaries and are secured by customer assets.

No significant loss has been experienced or is anticipated under any of these guarantees. At June 30, 2014 and December 31, 2013, the related liability was $1 million. The maximum potential amount of future payments (undiscounted and without reduction for any amounts that may possibly be recovered under recourse or collateralized provisions) we could be required to make under the guarantees was $52 million and $55 million at June 30, 2014 and December 31, 2013, respectively.

UNAUDITED

We provide guarantees to repurchase certain loans of Caterpillar dealers from a special purpose corporation (SPC) that qualifies as a VIE (see Note 1 for additional information regarding the accounting guidance on the consolidation of VIEs). The purpose of the SPC is to provide short-term working capital loans to Caterpillar dealers. This SPC issues commercial paper and uses the proceeds to fund its loan program. We have a loan purchase agreement with the SPC that obligates us to purchase certain loans that are not paid at maturity. We receive a fee for providing this guarantee, which provides a source of liquidity for the SPC. We are the primary beneficiary of the SPC as our guarantees result in us having both the power to direct the activities that most significantly impact the SPC's economic performance and the obligation to absorb losses and therefore we have consolidated the financial statements of the SPC. As of June 30, 2014 and December 31, 2013, the SPC’s assets of $1.18 billion and $1.01 billion, respectively, are primarily comprised of loans to dealers, which are included in Retail notes receivable in the Consolidated Statements of Financial Position, and the SPC's liabilities of $1.18 billion and $1.01 billion, respectively, are primarily comprised of commercial paper, which is included in Short-term borrowings in the Consolidated Statements of Financial Position. The assets of the SPC are not available to pay our creditors. We may be obligated to perform under the guarantee if the SPC experiences losses. No loss has been experienced or is anticipated under this loan purchase agreement.


8.	Fair Value Measurements


A.	Fair Value Measurements

The guidance on fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. This guidance also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with this guidance, fair value measurements are classified under the following hierarchy:


•	Level 1 – Quoted prices for identical instruments in active markets.


•	Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.


•	Level 3 – Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.

When available, we use quoted market prices to determine fair value and we classify such measurements within Level 1. In some cases where market prices are not available, we make use of observable market-based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates, yield curves and currency rates. These measurements are classified within Level 3.

Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.

Fair value measurement includes the consideration of nonperformance risk. Nonperformance risk refers to the risk that an obligation (either by a counterparty or us) will not be fulfilled. For financial assets traded in an active market (Level 1), the nonperformance risk is included in the market price. For certain other financial assets and liabilities (Level 2 and 3), our fair value calculations have been adjusted accordingly.

Derivative financial instruments

The fair value of interest rate swap derivatives is primarily based on standard industry accepted models that utilize the appropriate market-based forward swap curves and zero-coupon interest rates to determine discounted cash flows. The fair value of foreign currency forward and cross currency contracts is based on a standard industry accepted valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate.

Guarantees

The fair value of guarantees is based on our estimate of the premium a market participant would require to issue the same guarantee in a stand-alone, arms-length transaction with an unrelated party. If quoted or observable market prices are not available, fair value is based upon internally developed models that utilize current market-based assumptions.

UNAUDITED

Assets and liabilities measured on a recurring basis at fair value included in our Consolidated Statements of Financial Position are summarized below:



(Millions of dollars)
	June 30, 2014
	Level 1		Level 2		Level 3		Total Assets/Liabilities, at Fair Value
Assets
Derivative financial instruments, net	$	—	$	97	$	—	$	97
Total Assets	$	—	$	97	$	—	$	97
Liabilities
Guarantees	$	—	$	—	$	1	$	1
Total Liabilities	$	—	$	—	$	1	$	1

	December 31, 2013
	Level 1		Level 2		Level 3		Total Assets/Liabilities, at Fair Value
Assets
Derivative financial instruments, net	$	—	$	128	$	—	$	128
Total Assets	$	—	$	128	$	—	$	128
Liabilities
Guarantees	$	—	$	—	$	1	$	1
Total Liabilities	$	—	$	—	$	1	$	1

Below are roll-forwards of liabilities measured at fair value using Level 3 inputs for the six months ended June 30, 2014 and 2013. These instruments were valued using pricing models that, in management’s judgment, reflect the assumptions of a marketplace participant.



(Millions of dollars)	Guarantees
Balance as of December 31, 2013	$	1
Issuance of guarantees	—
Expiration of guarantees	—
Balance as of June 30, 2014	$	1



(Millions of dollars)	Guarantees
Balance as of December 31, 2012	$	2
Issuance of guarantees	2
Expiration of guarantees	(2		)
Balance as of June 30, 2013	$	2

Impaired loans

In addition to the amounts above, our impaired loans are subject to measurement at fair value on a nonrecurring basis. A loan is considered impaired when management determines that collection of contractual amounts due is not probable. In these cases, an Allowance for credit losses may be established based primarily on the fair value of associated collateral. As the collateral's fair value is based on observable market prices and/or current appraised values, the impaired loans are classified as Level 2 measurements. We had impaired loans carried at the fair value of the underlying collateral value of $179 million and $81 million as of June 30, 2014 and December 31, 2013, respectively.

UNAUDITED


B.	Fair Values of Financial Instruments

In addition to the methods and assumptions we use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following methods and assumptions to estimate the fair value of our financial instruments.

Cash and cash equivalents – carrying amount approximated fair value.

Finance receivables, net – fair value was estimated by discounting the future cash flows using current rates representative of receivables with similar remaining maturities.

Restricted cash and cash equivalents – carrying amount approximated fair value.

Short-term borrowings – carrying amount approximated fair value.

Long-term debt – fair value for fixed and floating-rate debt was estimated based on quoted market prices.

Please refer to the table below for the fair values of our financial instruments.



(Millions of dollars)	June 30, 2014						December 31, 2013
	Carrying Amount			Fair Value			Carrying Amount			Fair Value			Fair Value Levels	Reference
Cash and cash equivalents	$	1,192		$	1,192		$	1,320		$	1,320		1
Foreign currency contracts:
In a receivable position	$	4		$	4		$	7		$	7		2	Note 5
In a payable position	$	(5	)	$	(5	)	$	(4	)	$	(4	)	2	Note 5
Cross currency contracts
In a receivable position	$	5		$	5		$	9		$	9		2	Note 5
Finance receivables, net (excluding finance leases⁽¹⁾)	$	21,759		$	21,457		$	20,667		$	20,469		2	Note 4
Restricted cash and cash equivalents⁽²⁾	$	61		$	61		$	17		$	17		1
Short-term borrowings	$	(5,534	)	$	(5,534	)	$	(3,663	)	$	(3,663	)	1
Long-term debt	$	(24,685	)	$	(25,327	)	$	(25,312	)	$	(25,849	)	2
Interest rate swaps:
In a net receivable position	$	101		$	101		$	122		$	122		2	Note 5
In a net payable position	$	(8	)	$	(8	)	$	(6	)	$	(6	)	2	Note 5
Guarantees	$	(1	)	$	(1	)	$	(1	)	$	(1	)	3	Note 7

⁽¹⁾As of June 30, 2014 and December 31, 2013, represents finance leases with a net carrying value of $8.33 billion and $8.06 billion, respectively.

⁽²⁾Included in Other assets in the Consolidated Statements of Financial Position.


9.	Contingencies

We are involved in unresolved legal actions that arise in the normal course of business. Although it is not possible to predict with certainty the outcome of our unresolved legal actions, we believe that these unresolved legal actions will neither individually nor in the aggregate have a material adverse effect on our consolidated financial position, liquidity or results of operations.


10.	Income Taxes

The Provision for income taxes reflects an estimated annual tax rate of 27 percent for the second quarters of both 2014 and 2013. The 2013 estimated annual tax rate of 27 percent excludes a benefit of $7 million, reflecting the impact of the American Taxpayer Relief Act.

UNAUDITED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW: SECOND QUARTER 2014 VS. SECOND QUARTER 2013

We reported second-quarter 2014 revenues of $728 million, an increase of $34 million, or 5 percent, compared with the second quarter of 2013. Second-quarter 2014 profit after tax was $146 million, a $35 million, or 32 percent, increase from the second quarter of 2013.


•	The increase in revenues was primarily due to a $36 million favorable impact from higher average earning assets.


•	Profit before income taxes was $206 million for the second quarter of 2014, compared with $158 million for the second quarter of 2013. The increase was primarily due to the absence of a $23 million currency loss in the second quarter of 2013, a $17 million favorable impact from higher average earning assets and a $16 million improvement on net yield on average earning assets.


•	The provision for income taxes reflects an estimated annual tax rate of 27 percent for the second quarters of both 2014 and 2013.


•	During the second quarter of 2014, retail new business volume was $3.44 billion, an increase of $56 million, or 2 percent, from the second quarter of 2013. The increase was primarily related to increases in sales of Cat equipment in North America, partially offset by decreases in Mining.

•


•	As of June 30, 2014, our allowance for credit losses totaled $387 million or 1.27 percent of net finance receivables, compared with $373 million or 1.25 percent of net finance receivables as of March 31, 2014, $378 million or 1.30 percent of net finance receivables at year-end 2013 and $422 million or 1.46 percent of net finance receivables as of June 30, 2013.

UNAUDITED

REVIEW OF CONSOLIDATED STATEMENTS OF PROFIT

THREE MONTHS ENDED JUNE 30, 2014 VS. THREE MONTHS ENDED JUNE 30, 2013

REVENUES

Retail revenue for the second quarter of 2014 was $345 million, a decrease of $7 million from the same period in 2013. The decrease was due to a $23 million unfavorable impact from lower interest rates on new and existing retail finance receivables, partially offset by a $16 million favorable impact from higher average earning assets. For the quarter ended June 30, 2014, retail average earning assets were $25.15 billion, an increase of $1.09 billion from the same period in 2013. The annualized average yield was 5.49 percent for the second quarter of 2014, compared with 5.85 percent for the second quarter of 2013.

Operating lease revenue for the second quarter of 2014 was $259 million, an increase of $30 million from the same period in 2013. The increase was due to a $37 million favorable impact from higher average earning assets, partially offset by a $7 million unfavorable impact from lower average financing rates on operating leases.

Wholesale revenue for the second quarter of 2014 was $83 million, an increase of $3 million from the same period in 2013. The increase was due to a $2 million favorable impact from higher average earning assets and a $1 million favorable impact from higher interest rates on new and existing wholesale finance receivables. For the quarter ended June 30, 2014, wholesale average earning assets were $4.98 billion, an increase of $138 million from the same period in 2013. The annualized average yield was 6.61 percent for the second quarter of 2014, compared with 6.64 percent for the second quarter of 2013.

Other revenue, net, items were as follows:



(Millions of dollars)	Three Months Ended June 30,
	2014			2013
Finance receivable and operating lease fees (including late charges)	$	23		$	19
Fees on committed credit facility extended to Caterpillar	10			10
Interest income on Notes Receivable from Caterpillar	5			5
Net loss on returned or repossessed equipment	(6		)	(7		)
Miscellaneous other revenue, net	9			6
Total Other revenue, net	$	41		$	33

EXPENSES

Interest expense for the second quarter of 2014 was $155 million, a decrease of $32 million from the same period in 2013. This decrease was primarily due to a reduction of 50 basis points in the average cost of borrowing to 2.01 percent for the second quarter of 2014, down from 2.51 percent for the second quarter of 2013, partially offset by the impact of a 3 percent increase in average borrowings.

Depreciation expense on equipment leased to others was $213 million, up $30 million from the second quarter of 2013 due to an increase in the average operating lease portfolio.

General, operating and administrative expenses were $112 million for the second quarter of 2014, compared with $108 million for the same period in 2013.

Provision for credit losses was $35 million for the second quarter of 2014 compared with $31 million for the same period in 2013. The increase was primarily due to an increase in provision expense for finance receivables (the result of an unfavorable impact from changes in the allowance rate and growth in the portfolio, partially offset by a decrease in write-offs, net of recoveries), partially offset by a decrease in provision expense for miscellaneous receivables. Write-offs, net of recoveries, were $19 million for the second quarter of 2014, compared with $27 million for the second quarter of 2013.

Other expenses were $7 million for the second quarter of 2014, up $2 million from the same period in 2013.

UNAUDITED

Other income (expense) items were as follows:



(Millions of dollars)	Three Months Ended June 30,
	2014			2013
Net gain from interest rate derivatives	$	1		$	5
Net currency exchange loss, including forward points	(1		)	(27		)
Total Other income (expense)	$	—		$	(22	)

The Provision for income taxes was $58 million in the second quarter of 2014, compared with $44 million for the second quarter of 2013. The Provision for income taxes reflects an estimated annual tax rate of 27 percent for the second quarters of both 2014 and 2013.

PROFIT

As a result of the performance discussed above, profit after tax was $146 million for the second quarter of 2014, an increase of $35 million, or 32 percent, from the second quarter of 2013.

UNAUDITED

SIX MONTHS ENDED JUNE 30, 2014 VS. SIX MONTHS ENDED JUNE 30, 2013

REVENUES

Retail revenue for the first six months of 2014 was $682 million, a decrease of $17 million from the same period in 2013. The decrease was due to a $43 million unfavorable impact from lower interest rates on new and existing retail finance receivables, partially offset by a $26 million favorable impact from higher average earning assets. For the six months ended June 30, 2014, retail average earning assets were $24.87 billion, an increase of $898 million from the same period in 2013. The annualized average yield was 5.49 percent for the first six months of 2014, compared with 5.83 percent for the same period in 2013.

Operating lease revenue for the first six months of 2014 was $521 million, an increase of $72 million from the same period in 2013. The increase was due to a $75 million favorable impact from higher average earning assets, partially offset by a $3 million unfavorable impact from lower average financing rates on operating leases.

Wholesale revenue for the first six months of 2014 was $156 million, a decrease of $1 million from the same period in 2013. The decrease was due to lower interest rates on new and existing wholesale finance receivables. For the six months ended June 30, 2014, wholesale average earning assets were $4.79 billion, a decrease of $6 million from the same period in 2013. The annualized average yield was 6.50 percent for the first six months of 2014, compared with 6.56 percent for the same period in 2013.

Other revenue, net, items were as follows:



(Millions of dollars)	Six Months Ended June 30,
	2014			2013
Finance receivable and operating lease fees (including late charges)	$	39		$	38
Fees on committed credit facility extended to Caterpillar	20			20
Interest income on Notes Receivable from Caterpillar	10			10
Net loss on returned or repossessed equipment	(2		)	(11		)
Miscellaneous other revenue, net	15			12
Total Other revenue, net	$	82		$	69

EXPENSES

Interest expense for the first six months of 2014 was $317 million, a decrease of $61 million from the same period in 2013. This decrease was primarily due to a reduction of 48 basis points in the average cost of borrowing to 2.08 percent for the first six months of 2014, down from 2.56 percent for the first six months of 2013, partially offset by the impact of a 3 percent increase in average borrowings.

Depreciation expense on equipment leased to others was $429 million, up $71 million from the first six months of 2013 due to an increase in the average operating lease portfolio.

General, operating and administrative expenses were $213 million for the first six months of 2014, compared with $211 million for the same period in 2013.

Provision for credit losses was $68 million for the first six months of 2014, compared with $47 million from the same period in 2013. The increase was primarily due to an increase in provision expense for finance receivables (the result of an increase in write-offs, net of recoveries and growth in the portfolio), partially offset by a decrease in provision expense for miscellaneous receivables.

At the end of the second quarter of 2014, past dues were 2.63 percent, compared with 2.44 percent at the end of the first quarter of 2014, 2.37 percent at the end of 2013 and 2.64 percent at the end of the second quarter of 2013. The increase in past dues from the first quarter of 2014 and the end of 2013 reflects higher past dues in the Latin American, Asia/Pacific and European portfolios. Write-offs, net of recoveries, were $57 million for the first six months of 2014, compared with $37 million for the same period in 2013. Total non-performing finance receivables, which represent finance receivables currently over 120 days past due and/or on non-accrual status or in bankruptcy, were $473 million and $425 million at June 30, 2014 and December 31, 2013, respectively. Total non-performing finance receivables as a percentage of total finance receivables were 1.55 percent and 1.46 percent at June 30, 2014 and December 31, 2013, respectively.

UNAUDITED

Our Allowance for credit losses as of June 30, 2014 was $387 million or 1.27 percent of net finance receivables compared with $378 million or 1.30 percent as of December 31, 2013. The lower allowance rate is primarily due to write-offs taken in the first six months of 2014, partially offset by an allowance increase tied to adverse political and economic developments in several markets that we currently serve. The allowance is subject to an ongoing evaluation based on many quantitative and qualitative factors, including past loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of underlying collateral and current economic conditions. We believe our allowance is sufficient to provide for losses inherent in our existing finance receivable portfolio as of June 30, 2014.

Other expenses were $15 million for the first six months of 2014, up $5 million from the same period in 2013.

Other income (expense) items were as follows:



(Millions of dollars)	Six Months Ended June 30,
	2014			2013
Net gain from interest rate derivatives	$	1		$	5
Net currency exchange loss, including forward points	(6		)	(30		)
Total Other income (expense)	$	(5	)	$	(25	)

The Provision for income taxes was $107 million for the first six months of 2014, compared with $87 million for the same period in 2013. The Provision for income taxes reflects an estimated annual tax rate of 27 percent for both the six months ended June 30, 2014 and 2013. The 2013 estimated annual tax rate of 27 percent excludes a benefit of $7 million, reflecting the impact of the American Taxpayer Relief Act.

PROFIT

As a result of the performance discussed above, profit after tax was $282 million for the first six months of 2014, an increase of $30 million, or 12 percent, from the first six months of 2013.

REVIEW OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

ASSETS

Total assets were $36.49 billion as of June 30, 2014, an increase of $1.35 billion, or 4 percent, from December 31, 2013, primarily due to an increase in net finance receivables.

New Business Volume

New retail financing for the six months ended June 30, 2014 was $5.48 billion, a decrease of $39 million, or 1 percent, from the same period in 2013. New operating lease activity (which is substantially related to retail) for the six months ended June 30, 2014 was $782 million, an increase of $6 million, or 1 percent, from the same period in 2013. New wholesale financing activity for the six months ended June 30, 2014 was $19.86 billion, an increase of $2.33 billion, or 13 percent, from the same period in 2013. New wholesale financing increased primarily due to increases in purchases of trade receivables from Caterpillar.

Off-Balance Sheet Managed Assets

We manage and service receivables and leases that have been sold to third parties with limited or no recourse to us to mitigate the concentration of credit risk with certain customers. These receivables/leases are not available to pay our creditors.

Off-balance sheet managed assets were as follows:



(Millions of dollars)
	June 30, 2014		December 31, 2013
Retail notes receivable	$	112	$	126
Operating leases	83		61
Retail finance leases	69		103
Retail installment sale contracts	44		32
Total off-balance sheet managed assets	$	308	$	322

UNAUDITED

CAPITAL RESOURCES AND LIQUIDITY

Capital resources and liquidity provide us with the ability to meet our financial obligations on a timely basis. Maintaining and managing adequate capital and liquidity resources includes management of funding sources and their utilization based on current, future and contingent needs. Throughout the second quarter of 2014, we experienced favorable liquidity conditions. We intend to maintain a strong cash and liquidity position. We ended the second quarter of 2014 with $1.19 billion of cash, a decrease of $128 million from year-end 2013. Our cash balances are held in numerous locations throughout the world with approximately $436 million held by our non-U.S. subsidiaries. Amounts held outside the United States are available for general corporate use and could be used in the United States without incurring significant additional U.S. taxes. We expect to meet our United States funding needs without repatriating undistributed profits that are indefinitely reinvested outside the United States. We do not generate material funding through structured finance transactions.

In the event that we, or any of our debt securities, experience a credit rating downgrade it would likely result in an increase in our borrowing costs and make access to certain credit markets more difficult. In the event economic conditions deteriorate such that access to debt markets becomes unavailable, we would rely on cash flows from our existing portfolio, utilization of existing cash balances, access to our revolving credit facilities and our other credit facilities and potential borrowings from Caterpillar. In addition, Caterpillar maintains a support agreement with us, which requires Caterpillar to remain as our sole owner and which may, under certain circumstances, require Caterpillar to make payments to us should we fail to maintain certain financial ratios.

BORROWINGS

Borrowings consist primarily of medium-term notes, commercial paper, bank borrowings and variable denomination floating rate demand notes, the combination of which is used to manage interest rate risk and funding requirements.

Total borrowings outstanding as of June 30, 2014 were $31.34 billion, an increase of $1.25 billion over December 31, 2013, primarily due to increasing portfolio balances. Outstanding borrowings were as follows:



(Millions of dollars)	June 30, 2014		December 31, 2013
Medium-term notes, net of unamortized discount	$	23,102	$	23,829
Commercial paper, net of unamortized discount	4,348		2,502
Bank borrowings – long-term	1,583		1,483
Bank borrowings – short-term	610		545
Variable denomination floating rate demand notes	576		616
Notes payable to Caterpillar	1,124		1,118
Total outstanding borrowings	$	31,343	$	30,093

Medium-term notes

We issue medium-term unsecured notes through securities dealers or underwriters in the U.S., Canada, Europe, Australia, Japan, Hong Kong, Argentina and Mexico to both retail and institutional investors. These notes are offered in several currencies and with a variety of maturities. These notes are senior unsecured obligations of the Company. Medium-term notes outstanding as of June 30, 2014, mature as follows:



(Millions of dollars)
2014	$	1,726
2015	6,061
2016	5,098
2017	4,353
2018	2,287
Thereafter	3,577
Total	$	23,102

Medium-term notes issued totaled $3.52 billion and redeemed totaled $4.25 billion for the six months ended June 30, 2014.

UNAUDITED

Commercial paper

We issue unsecured commercial paper in the U.S., Europe and other international capital markets. These short-term promissory notes are issued on a discounted basis and are payable at maturity.

Revolving credit facilities

We have three global credit facilities with a syndicate of banks totaling $10.00 billion (Credit Facility) available in the aggregate to both Caterpillar and us for general liquidity purposes. Based on management's allocation decision, which can be revised from time to time, the portion of the Credit Facility available to us as of June 30, 2014 was $7.25 billion.


•	The 364-day facility of $3.00 billion (of which $2.18 billion is available to us) expires in September 2014.


•	The 2010 four-year facility, as amended in September 2013, of $2.60 billion (of which $1.88 billion is available to us) expires in September 2016.


•	The 2011 five-year facility, as amended in September 2013, of $4.40 billion (of which $3.19 billion is available to us) expires in September 2018.

At June 30, 2014, Caterpillar’s consolidated net worth was $24.90 billion, which was above the $9.00 billion required under the Credit Facility. The consolidated net worth is defined in the Credit Facility as the consolidated stockholders' equity including preferred stock but excluding the pension and other postretirement benefits balance within Accumulated other comprehensive income/(loss).

At June 30, 2014, our covenant interest coverage ratio was 2.13 to 1. This is above the 1.15 to 1 minimum ratio, calculated as (1) profit excluding income taxes, interest expense and net gain/(loss) from interest rate derivatives to (2) interest expense calculated at the end of each calendar quarter for the rolling four quarter period then most recently ended, required by the Credit Facility.

In addition, at June 30, 2014, our covenant leverage ratio was 7.83 to 1. This is below the maximum ratio of debt to net worth of 10 to 1, calculated (1) on a monthly basis as the average of the leverage ratios determined on the last day of each of the six preceding calendar months and (2) at each December 31, required by the Credit Facility.

In the event that either Caterpillar or we do not meet one or more of our respective financial covenants under the Credit Facility in the future (and are unable to obtain a consent or waiver), the syndicate of banks may terminate the commitments allocated to the party that does not meet its covenants. Additionally, in such event, certain of our other lenders under other loan agreements where similar financial covenants or cross default provisions are applicable, may, at their election, choose to pursue remedies under those loan agreements, including accelerating the repayment of outstanding borrowings. At June 30, 2014 and December 31, 2013, there were no borrowings under the Credit Facility.

Bank borrowings

Credit lines with banks as of June 30, 2014 totaled $4.68 billion. These committed and uncommitted credit lines, which may be eligible for renewal at various future dates or have no specified expiration date, are used primarily by our non-U.S. subsidiaries for local funding requirements. The remaining available credit commitments may be withdrawn any time at the lenders' discretion. As of June 30, 2014 and December 31, 2013, we had $2.19 billion and $2.03 billion, respectively, outstanding against these credit lines and were in compliance with all debt covenants under these credit lines.

Variable denomination floating rate demand notes

We obtain funding from the sale of variable denomination floating rate demand notes, which may be redeemed at any time at the option of the holder without any material restriction. We do not hold reserves to fund the payment of the demand notes. The notes are offered on a continuous basis by prospectus only.

Notes receivable from/payable to Caterpillar

Under our variable amount lending agreements and other notes receivable with Caterpillar, we may borrow up to $2.35 billion from Caterpillar and Caterpillar may borrow up to $1.29 billion from us. The agreements are in effect for indefinite periods of time and may be changed or terminated by either party with 30 days notice. We had notes receivable of $329 million and notes payable of $1.12 billion outstanding under these agreements as of June 30, 2014, compared with notes receivable of $345 million and notes payable of $1.12 billion as of December 31, 2013.

UNAUDITED

Committed credit facility

In addition, in 2011, we extended a $2 billion committed credit facility to Caterpillar, which expires in February 2019. We receive a fee from Caterpillar based on amounts drawn under the credit facility and a commitment fee for the undrawn amounts under the credit facility. At June 30, 2014 and December 31, 2013, there were no borrowings under this credit facility.

OFF-BALANCE SHEET ARRANGEMENTS

We lease all of our facilities. In addition, we have potential payment exposure for guarantees issued to third parties totaling $52 million as of June 30, 2014.

CASH FLOWS

Operating cash flow was $655 million in the first six months of 2014, compared with $451 million for the same period a year ago. Net cash used for investing activities was $1.66 billion for the first six months of 2014, compared with $1.39 billion for the same period in 2013. The change was primarily due to more net cash used for finance receivables due to increased growth in the portfolio. Net cash provided by financing activities was $927 million for the first six months of 2014, compared with $883 million for the same period in 2013. The change was primarily due to higher net debt issuances used to fund our investing activities.

UNAUDITED

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect reported amounts. The most significant estimates include those related to the residual values for leased assets, our Allowance for credit losses and the income tax reserve. Actual results may differ from these estimates.

Residual values for leased assets

Lease residual values, which are based upon the estimated wholesale market value of leased equipment at the time of the expiration of the lease, are based on a careful analysis of historical wholesale market sales prices, projected forward on a level trend line without consideration for inflation or possible future pricing action. At the inception of the lease, residual values are derived from consideration of the following critical factors: market size and demand, any known significant market/product trends, total expected hours of usage, machine configuration, application, location, model changes, quantities and past re-marketing experience, third-party residual guarantees and contractual customer purchase options. Many of these factors are gathered in an application survey that is completed prior to quotation. The lease agreement also clearly defines applicable return conditions and remedies for non-compliance, to ensure that the leased equipment will be in good operating condition upon return. Model changes and updates, as well as market strength and product acceptance, are monitored and adjustments are made to residual values in accordance with the significance of any such changes. Remarketing sales staff works closely with customers and dealers to manage the sale of lease returns and the recovery of residual exposure.

During the term of the leases, residual amounts are monitored. If estimated market values reflect a non-temporary impairment due to economic factors, obsolescence or other adverse circumstances, the residuals are adjusted to the lower estimated values by a charge to earnings. For equipment on operating leases, the charge is recognized through depreciation expense. For finance leases, it is recognized through a reduction of finance revenue.

Allowance for credit losses

The Allowance for credit losses is an estimate of the losses inherent in our finance receivable portfolio and includes consideration of accounts that have been individually identified as impaired, as well as pools of finance receivables where it is probable that certain receivables in the pool are impaired but the individual accounts cannot yet be identified. In identifying and measuring impairment, management takes into consideration past loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of underlying collateral and current economic conditions. In estimating probable credit losses, we review accounts that are past due, non-performing, in bankruptcy or otherwise identified as at-risk for potential credit loss including accounts which have been modified. Accounts are identified as at-risk for potential credit loss using information available about the customer, such as financial statements, news reports and published credit ratings, as well as general information regarding industry trends and the economic environment in which our customers operate.

The Allowance for credit losses attributable to specific accounts is based on the most probable source of repayment, which is normally the liquidation of collateral. In determining collateral value, we estimate the current fair market value of the collateral less selling costs. We also consider credit enhancements such as additional collateral and contractual third-party guarantees. The Allowance for credit losses attributable to the remaining accounts not yet individually identified as impaired is estimated utilizing probabilities of default and the estimated loss given default. In addition, qualitative factors not able to be fully captured in previous analysis including industry trends, macroeconomic factors and model imprecision are considered in the evaluation of the adequacy of the Allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

While management believes it has exercised prudent judgment and applied reasonable assumptions, there can be no assurance that in the future, changes in economic conditions or other factors would not cause changes in the financial health of our customers. If the financial health of our customers deteriorates, the timing and level of payments received could be impacted and therefore, could result in a change to our estimated losses.

Income tax reserve

We are subject to the income tax laws of the many jurisdictions in which we operate. These tax laws are complex and the manner in which they apply to our facts is sometimes open to interpretation. In establishing the Provision for income taxes, we must make judgments about the application of these inherently complex tax laws.

UNAUDITED

Despite our belief that our tax return positions are consistent with applicable tax laws, we believe that taxing authorities could challenge certain positions. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. We record tax benefits for uncertain tax positions based upon management's evaluation of the information available at the reporting date. To be recognized in the financial statements, a tax benefit must be at least more likely than not of being sustained based on technical merits. The benefit for positions meeting the recognition threshold is measured as the largest benefit more likely than not of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Significant judgment is required in making these determinations and adjustments to unrecognized tax benefits may be necessary to reflect actual taxes payable upon settlement. Adjustments related to positions impacting the effective tax rate affect the Provision for income taxes. Adjustments related to positions impacting the timing of deductions impact deferred tax assets and liabilities.

Our income tax positions and analysis are based on currently enacted tax law. Future changes in tax law could significantly impact the Provision for income taxes, the amount of taxes payable and the deferred tax asset and liability balances. Deferred tax assets generally represent tax benefits for tax deductions or credits available in future tax returns. Certain estimates and assumptions are required to determine whether it is more likely than not that all or some portion of the benefit of a deferred tax asset will not be realized. In making this assessment, management analyzes and estimates the impact of future taxable income, reversing temporary differences and available prudent and feasible tax planning strategies. Should a change in facts or circumstances lead to a change in judgment about the ultimate realizability of a deferred tax asset, we record or adjust the related valuation allowance in the period that the change in facts and circumstances occurs, along with a corresponding increase or decrease in the Provision for income taxes.

A provision for U.S. income taxes has not been recorded on undistributed profits of our non-U.S. subsidiaries that we have determined to be indefinitely reinvested outside the U.S. If management intentions or U.S. tax law changes in the future, there may be a significant negative impact on the Provision for income taxes to record an incremental tax liability in the period the change occurs. A deferred tax asset is recognized only if we have definite plans to generate a U.S. tax benefit by repatriating earnings in the foreseeable future.

UNAUDITED

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q may be considered "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements may relate to future events or our future financial performance, which may involve known and unknown risks and uncertainties and other factors that may cause our actual results, levels of activity, performance or achievement to be materially different from those expressed or implied by any forward-looking statements. From time to time, we may also provide forward-looking statements in oral presentations to the public or in other materials we issue to the public. Forward-looking statements give current expectations or forecasts of future events about the company. You may identify these statements by the fact that they do not relate to historical or current facts and may use words such as "believes," "expects," "estimates," "anticipates," "will," "should," "plan," "project," "intend," "could" and similar words or phrases. These statements are only predictions. Actual events or results may differ materially due to factors that affect international businesses, including changes in economic conditions and disruptions in the global financial and credit markets and changes in laws and regulations (including regulations implemented under the Dodd-Frank Wall Street Reform and Consumer Protection Act) and political stability, as well as factors specific to Cat Financial and the markets we serve, including the market’s acceptance of our products and services, the creditworthiness of our customers, interest rate and currency rate fluctuations and estimated residual values of leased equipment. These risk factors may not be exhaustive. We operate in a continually changing business environment and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. Moreover, we do not assume responsibility for the accuracy and completeness of those statements. Forward-looking statements are qualified in their entirety by reference to the factors discussed under the captions "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K filed with the Securities and Exchange Commission (SEC) on February 18, 2014 for the year ended December 31, 2013, as supplemented in our Form 10-Q filing with the SEC on May 2, 2014 and in this Form 10-Q filing. We do not undertake to update our forward-looking statements.

UNAUDITED

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures, as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this quarterly report. Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the second quarter of 2014, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

For a discussion of risks and uncertainties that may affect our business, please see Part I. Item 1A. Risk Factors in our annual report on Form 10-K filed with the SEC on February 18, 2014, for the year ended December 31, 2013. There has been no material change in this information for the current quarter.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS



Exhibit No.	Description of Exhibit

12	Computation of Ratio of Profit to Fixed Charges
31.1	Certification of Kent M. Adams, President, Director and Chief Executive Officer of Caterpillar Financial Services Corporation, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of James A. Duensing, Executive Vice President and Chief Financial Officer of Caterpillar Financial Services Corporation, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certifications of Kent M. Adams, President, Director and Chief Executive Officer of Caterpillar Financial Services Corporation, and James A. Duensing, Executive Vice President and Chief Financial Officer of Caterpillar Financial Services Corporation, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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

UNAUDITED

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		Caterpillar Financial Services Corporation
(Registrant)
Date:	August 1, 2014	By:	/s/Jeffry D. Everett
		Jeffry D. Everett, Controller



Date:	August 1, 2014	By:	/s/Kent M. Adams
		Kent M. Adams, President, Director and Chief Executive Officer

UNAUDITED

EXHIBIT INDEX



Exhibit No.	Description of Exhibit

12	Computation of Ratio of Profit to Fixed Charges
31.1	Certification of Kent M. Adams, President, Director and Chief Executive Officer of Caterpillar Financial Services Corporation, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of James A. Duensing, Executive Vice President and Chief Financial Officer of Caterpillar Financial Services Corporation, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certifications of Kent M. Adams, President, Director and Chief Executive Officer of Caterpillar Financial Services Corporation, and James A. Duensing, Executive Vice President and Chief Financial Officer of Caterpillar Financial Services Corporation, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 FINANCIAL SERVICES CORP - FORM 10-Q - August 1, 2014

Attached files

CATERPILLAR FINANCIAL SERVICES CORP Reports