CATERPILLAR FINANCIAL SERVICES CORP
10-K, 1994-03-04
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
Previous: WLR FOODS INC, 10-K/A, 1994-03-04
Next: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD INTERM TERM SER 58, 497, 1994-03-04



                                   SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                                                            
                             FORM 10-K
                                   
     (Mark One)  
     [ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  
      
                 OF THE SECURITIES EXCHANGE ACT OF 1934
     
     For the Fiscal Year Ended December 31, 1993 Commission File No. 0-
                               13295
                                  
                                 OR
                                  
                               [   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR
     15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
     
     For the transition period from ________________ to
     ________________
     
             CATERPILLAR FINANCIAL SERVICES CORPORATION
       (Exact name of Registrant as specified in its charter)
                                   
                 Delaware                                       37-
     1105865
       (State or other jurisdiction of                   (I.R.S.
     Employer
        incorporation or organization)                   
     Identification Number)
     
              3322 West End Avenue
              Nashville, Tennessee                           37203-
     0983
     (Address of principal executive offices)                   (Zip
     Code)
     
     Registrant's telephone number, including area code:  (615) 386-
     5800
         
               Securities registered pursuant to Section 12(b) of the Act:  None
     
           Securities registered pursuant to Section 12(g) of the Act:
     
           Common Stock, par value $1.00 per share
     (Title of class)
     
                     Indicate by check mark whether the Registrant (1) has filed
     all reports required to be filed by Section 13 or 15(d) of the
     Securities Exchange Act of 1934 during the preceding 12 months (or
     for such shorter period that the Registrant was required to file
     such reports), and (2) has been subject to such filing
     requirements for the past 90 days.  Yes  X      No     
     
               Indicate by check mark if disclosure of delinquent filers
     pursuant to Item 405 of Regulation S-K is not contained herein,
     and will not be contained, to the best of Registrant's knowledge,
     in definitive proxy or information statements incorporated by
     reference in Part III of this Form 10-K or any amendment to this
     Form 10-K.  [  ]  Not Applicable.
     
               At December 31, 1993, there was (1) share of common stock of
     the Registrant outstanding, which is owned by Caterpillar Inc.
     
               The Registrant complies with the conditions set forth in
     General Instruction (J)(1)(a) and (b) of Form 10-K and is
     therefore filing this Form with the reduced disclosure format.
     
     Documents Incorporated by Reference
                              1993                                None
     
     PART I.
     
     Item 1.  Business
     
     General
     
               Caterpillar Financial Services Corporation (the "Company")
     is a wholly owned finance subsidiary of Caterpillar Inc.
     ("Caterpillar").  The Company and its wholly owned subsidiaries in
     North America, Australia, and Europe are principally engaged in
     the business of financing sales and leases of Caterpillar products
     and non-competitive related equipment through Caterpillar dealers
     and is also engaged in extending loans to Caterpillar customers
     and dealers.  Unless the context otherwise requires, the term
     "Company" includes subsidiary companies.
     
               The Company's business is largely dependent upon the ability
     of Caterpillar dealers to generate sales and leasing activity, the
     willingness of the customers and the dealers to enter into
     financing transactions with the Company, and the availability of
     funds to the Company to finance such transactions.  Additionally,
     the Company's business is affected by changes in market interest
     rates, which, in turn, are related to general economic conditions,
     demand for credit, inflation, governmental policies, and other
     factors.
     
               The Company's retail financing business is highly
     competitive.  Financing for users of Caterpillar products is
     available through a variety of competitive sources, principally
     commercial banks and finance and leasing companies.  The Company
     emphasizes prompt and responsive service to meet customer
     requirements and offers various financing plans designed to
     increase the opportunity for sales of Caterpillar products and
     financing income for the Company.  In addition, the Company's
     competitive position is improved by merchandising programs of
     Caterpillar, its subsidiaries, and/or Caterpillar dealers.
     
               The following types of retail financing plans are currently
     offered:
     
               Installment sale contracts.  The Company finances
                    retail sales of equipment under installment sale
                    contracts with terms generally from one to five years. 
                    Such contracts may be entered into (i) by dealers with
                    their customers and assigned to the Company, or (ii)
                    by the Company directly with equipment users.
     
               Tax-oriented leases.  Under these leases, the Company
                    is considered to be the owner of the equipment for tax
                    purposes during the term of the lease (generally from
                    two to seven years, except for special engine or
                    turbine applications which may range up to 15 years). 
                    For financial accounting purposes, these leases are
                    classified as either financing or operating leases
                    depending upon the specific characteristics of the
                    lease.  The Company establishes a specific residual
                    value on each product leased based on various factors
                    including the use and application, price, product
                    type, and lease term.  Generally, the lessee, at the
                    end of the lease term, may continue to lease the
                    product or purchase the product for its fair market
                    value.  The profitability of these leases is affected
                    by the Company's ability to realize estimated residual
                    values upon selling or re-leasing the equipment at the
                    termination of the leases.
     
               Non-tax (financing) leases.  Under these leases, the
                    lessee is considered to be the owner of the equipment
                    for tax and financial accounting purposes during the
                    term of the lease (generally from one to six years).
                    For financial accounting purposes, these leases are
                    classified as financing leases.  The lessee
                    customarily has a fixed price purchase option
                    exercisable upon expiration of the lease term or will
                    be required to purchase the equipment at the end of
                    the lease term.
     
               Customer and dealer loans.  The Company offers loans
                    for working capital and other business purposes to
                    Caterpillar customers and dealers meeting the
                    Company's credit requirements.  The loans may be
                    secured or unsecured and are repayable over terms
                    generally ranging from two to five years.
     
               Governmental lease-purchase contracts.  The Company
                    finances sales of products to cities, counties,
                    states, and other qualified governmental bodies for
                    terms generally from two to seven years.  In general,
                    this form of financing is subject to termination if
                    the governmental body does not appropriate funds for
                    future payments.  The reduced interest rate in these
                    transactions reflects the fact that interest income is
                    not subject to federal income tax.
     
               The Company also provides wholesale financing of Caterpillar
     dealer inventory in Germany and Caterpillar dealer rental fleets
     in the United States.  These receivables are secured by the
     respective product which is fully insured against physical damage. 
     The amount of credit extended by the Company for each machine is
     generally limited to the invoice price of the new equipment. 
     Maturities in Germany generally range from one to three months and
     in the United States from six to twelve months. 
     
               The percentages of the total value of the Company's
     portfolio represented by these financing plans at December 31 of
     the past three years were as follows:
     
                                        1993      1992      
     1991
               Retail Financing:
               
              Installment sale contracts      25%       25%      
     27%
     
              Tax-oriented leases             20%       20%      
     21%
     
              Non-tax (financing) leases      19%       19%      
     22%
     
              Customer loans             19%       18%      
     13%
     
              Dealer loans                     10%           12%      
     12%
     
               Governmental lease-purchase
                 contracts                       3%          4%         
     5%
     
               Wholesale Financing                   4%          2%         
     -
            
     
               The Company periodically offers below-market-rate financing
     to customers which is subsidized by Caterpillar, its subsidiaries,
     and/or Caterpillar dealers.  In all such cases, the cost of such
     subsidies is borne totally by Caterpillar, its subsidiaries,
     and/or the dealer (and not by the Company) and is settled at the
     time each transaction is executed.
     
               Tax-oriented leases and governmental lease-purchase
     contracts are currently offered at fixed interest rates and fixed
     rental payments.  Non-tax (financing) leases, installment sale
     contracts, and customer and dealer loans are offered at either
     fixed or floating interest rates.  Approximately 80% of the
     Company's portfolio involves financing with fixed interest rates
     and fixed payments.  In order to reduce the impact of interest
     rate fluctuations on its operations, the Company has a match
     funding policy of structuring the maturities of a substantial
     percentage of its borrowed funds over periods which closely
     correspond to the maturities of its portfolio.
     
               The Company provides financing only when acceptable credit
     standards and criteria are met.  Decisions regarding credit
     applications are based upon the customer's credit history and
     financial strength, the intended use of the equipment being
     financed, and other considerations.  In general, the Company
     obtains a security interest in the equipment being financed.  Less
     than five percent of the total value of the Company's portfolio
     (excluding loans to dealers) is comprised of transactions in which
     the Company has recourse to a dealer.
     
               Management closely monitors past due accounts and regularly
     evaluates the collectibility of receivable balances.  The Company
     maintains an allowance for credit losses which it believes is
     sufficient to cover uncollectible accounts.  Company policy is to
     write off against such allowance that portion of the outstanding
     receivable which cannot be recovered by leasing or selling the
     related equipment.  Management believes the allowance for credit
     losses at December 31, 1993, is sufficient to provide for any
     losses which may be sustained on outstanding receivables.  For
     more information on receivables and the allowance for credit
     losses, see Note 2 of the Notes to the Consolidated Financial
     Statements.
     
               The following table summarizes the Company's delinquency
     experience showing past-due receivables as a percentage of total
     receivables:
     
     Delinquency Experience
                                             
                                                               
     Decem             ber 31,         
                                                                       1993     
     1992       1991
           Past due 31 to 60 days .....................    .7%     
     0.6%       1.6%
           Past due over 60 days  .....................   1.2%     
     1.9%       2.4%
     
               At December 31, 1993, the largest single customer/dealer
     account represented 3.5% of the Company's portfolio and the five
     largest such customer/dealer accounts represented 11.1% of the
     portfolio.  With respect to dealer financing, at December 31,
     1993, the largest single dealer account represented 3.5% of the
     Company's portfolio and the five largest such dealer accounts
     collectively represented 8.8% of the portfolio.  In the opinion of
     the Company, the loss of the business represented by any one of
     these accounts would not have a material adverse effect on the
     Company's overall business.
     
     Relationship with Caterpillar
     
               Caterpillar provides the Company with certain operational
     and financial support which is integral to the conduct of the
     Company's business.  The employees of the Company are covered by
     various benefit plans, including pension/post-retirement plans,
     administered by Caterpillar.  The Company reimburses Caterpillar
     for certain corporate services and pays rent for space occupied on
     Caterpillar premises.  For more information on payments for
     services, see Note 10 of the Notes to the Consolidated Financial
     Statements.
     
               The Company, in conjunction with Caterpillar and its
     subsidiaries, periodically offers below-market-rate financing to
     customers under merchandising programs.  Caterpillar, at the
     outset of the transaction, remits to the Company an amount equal
     to the interest differential which is recognized as income over
     the term of the contracts.  For more information on the interest
     differential payments, see Note 10 of the Notes to the
     Consolidated Financial Statements.
     
               The Company entered into agreements with a subsidiary of
     Caterpillar to purchase, at a discount, some or all of the
     subsidiary's receivables generated by sales of products to
     Caterpillar dealers in Germany, Austria, and the Czech Republic. 
     These purchases (wholesale financing) in 1993 and 1992 totaled
     $210.2 million and $201.7 million, respectively.
     
               Through December 31, 1993, Caterpillar had invested a total
     of $250.0 million in the equity of the Company.  The Company and
     Caterpillar have also entered into an agreement (the "Support
     Agreement") which provides, among other things, that Caterpillar
     will (i) remain, directly or indirectly, the sole owner of the
     Company, (ii) ensure that the Company will maintain a tangible net
     worth of at least $20.0 million, and (iii) permit the Company to
     use (and the Company is required to use) the name "Caterpillar" in
     the conduct of its business.  The Support Agreement provides that
     it may be modified, amended, or terminated by either party. 
     However, no such modification or amendment, which adversely
     affects the holders of any debt outstanding at the execution
     thereof, is binding on or in any manner becomes effective with
     respect to (i) any then outstanding commercial paper, or (ii) any
     other debt then outstanding unless such modification or amendment
     is approved in writing by the holders of 66-2/3% of the aggregate
     principal amount of such other debt.  The obligations of
     Caterpillar under the Support Agreement are to the Company only
     and are not directly enforceable by any creditor of the Company,
     nor do such obligations constitute a guarantee by Caterpillar of
     the payment of any debt or obligation of the Company.
     
               To supplement external debt financing sources, the Company
     has variable amount lending agreements with Caterpillar (including
     one of its subsidiaries).  Under these agreements, which may be
     amended from time to time, the Company may borrow up to $53.8
     million from Caterpillar, and Caterpillar may borrow up to $83.8
     million from the Company.  All of the variable amount lending
     agreements are effective for indefinite terms and may be
     terminated by either party upon 30 days' notice.  At December 31,
     1993, the Company had no outstanding borrowings or loans
     receivable under these agreements.  
     
               To hedge the U.S. dollar denominated borrowings in Australia
     against currency fluctuations, the Company has entered into
     forward exchange contracts with Caterpillar.  All of these
     contracts generally have maturities not exceeding 90 days.  At
     December 31, 1993, the Company had contracts with Caterpillar
     totaling $143.1 million.
     
               The Company has an agreement (the "Tax Sharing Agreement")
     with Caterpillar in which the Company consented to the filing of
     consolidated income tax returns with Caterpillar, and Caterpillar
     agreed, among other things, to collect from or pay to the Company,
     within 45 days of realization, its allocated share of any
     consolidated income tax liability or credit applicable to any
     period for which the Company is included in Caterpillar's
     consolidated federal income tax return.  The Tax Sharing Agreement
     sets forth the method by which the Company's allocated share shall
     be determined and provides that Caterpillar will indemnify the
     Company for any related tax liability in excess of that amount. 
     Similar agreements were executed between  Caterpillar Financial
     Australia Limited and Caterpillar of Australia Ltd. with respect
     to taxes payable in Australia, and between the Company and
     Caterpillar with respect to taxes payable in Germany.
          <PAGE>
Item 2.  Properties
     
               The Company does not own any real estate.  Its principal
     executive offices are comprised of approximately 49,000 square
     feet of office space at 3322 West End Avenue, Nashville,
     Tennessee.
     
               As of December 31, 1993, the Company had additional offices
     in or near Phoenix, Arizona; Dallas, Texas; Atlanta, Georgia;
     Baltimore, Maryland; Chicago, Illinois; Melbourne, Australia;
     Calgary, Alberta; Toronto, Ontario; Munich, Germany; Leipzig,
     Germany; Stockholm, Sweden; Oslo, Norway; Arhus, Denmark; Paris,
     France; London, England; and Madrid, Spain.  For more information
     on leases, see Note 11 of the Notes to the Consolidated Financial
     Statements.
     
     Item 3.  Legal Proceedings
     
               The Company is a party to various litigation matters and
     claims, and, while the results of litigation and claims cannot be
     predicted with certainty, management believes the final outcome of
     such matters and claims will not have a material adverse effect on
     the consolidated financial position.
     
     Item 4.  Submission of Matters to a Vote of Security Holders
     
               Information for this Item 4 is not required.  See General
     Instruction J.
     
     PART II.
     
     Item 5.  Market for Registrant's Common Equity and Related
     Stockholder Matters
     
               The Company's common stock is owned entirely by Caterpillar
     and is not publicly traded.  In its three most recent fiscal
     years, the Company has not declared or paid cash dividends on its
     common stock.
     
     Item 6.  Selected Financial Data
     
               Information on this Item 6 is not required.  See General
     Instruction J.
     
     Item 7.  Management's Discussion and Analysis of Financial
     Condition and                 Results of Operations
     
     Results of Operations
                                                             
               The Company derives its earnings primarily from financing
     sales and leases of Caterpillar products and from loans extended
     to Caterpillar customers and dealers.
     
               New retail financing during 1993 totaled $1,967.4 million, a
     28% increase over the $1,531.8 million financed in 1992 and a 59%
     increase over the 1991 new business of $1,240.0 million.  New
     retail financing volume for 1993 exceeded 1992 and 1991 levels due
     to increased machine financing in the United States and Europe. 
     New business volume for 1992 exceeded the 1991 level primarily as
     the result of financing activity in Germany.  The Company had
     wholesale financing during 1993 of $228.2 million. 
     
               New retail financing in 1994 is expected to remain at about
     1993 levels.  Wholesale financing in 1994 is expected to exceed
     1993 levels due to expansion of the Caterpillar dealer rental
     fleet financing program in the United States.  In 1994, the
     Company will offer financial services to the customers of the
     Caterpillar dealer in Spain through a new subsidiary, Alquiler de
     Equipos Industriales, S.A.
     
               Revenues from operations in the United States were more than
     80% of total revenues in 1993, 1992, and 1991.  Net income from
     operations in the United States was more than 90% of total net
     income in 1993, 1992, and 1991.  For more geographic segment
     information, see Note 12 of the Notes to the Consolidated
     Financial Statements.
     
               Past due percentages decreased in 1993 primarily as a result
     of an improving U.S. economy and collection efforts.  The
     allowance for credit losses will continue to be monitored to
     provide for an amount which, in management's judgement, will be
     adequate to cover uncollectible receivables.
     
               The composition of the Company's portfolio (see "Item 1. 
     Business") by financing plans did not change significantly from
     1992 to 1993.  The Company's  wholesale financing increased due to
     a higher floor planning receivable balance in Germany and the
     addition of receivables from dealers under the inventory rental
     assistance program in the United States.
     
     1993 Compared With 1992
     
               Total revenues for 1993 were $363.6 million, a 6% increase
     over 1992 revenues of $342.4 million.  The increase in revenues,
     limited by a low interest rate environment, was primarily the
     result of earnings from the larger portfolio which increased to
     $3,522.1 million at December 31, 1993 from $2,812.7 million at
     December 31, 1992.
     
               The annualized interest rate on finance receivables
     (computed by dividing finance income by the average monthly
     finance receivable balances) was 9.1% for 1993 compared with 10.3%
     for 1992.  Tax benefits associated with governmental lease-
     purchase contracts and a portion of tax benefits associated with
     long-term tax-oriented leases are not reflected in such annualized
     interest rates.  The decrease in the annualized interest rate
     reflected a decrease in the interest rates charged to customers.
     
               Other income, net, of $15.7 million for 1993 included fees,
     gains on sales of equipment returned from lease, and other
     miscellaneous income.  The increase of $1.3 million for 1993 was
     primarily due to a higher amount of fees collected and earned.
     
               Interest expense for 1993 was $173.1 million, $1.3 million
     less than 1992.  Although there were increased borrowings to
     support the larger portfolio, interest expense decreased due to
     lower borrowing rates as the average cost of borrowed funds was
     6.5% in 1993 compared with 7.8% in 1992.
     
               Depreciation expense increased from $63.1 million in 1992 to
     $69.6 million in 1993 due to the increase in equipment on
     operating leases which, computed as a monthly average balance,
     increased 9%.
     
               General, operating, and administrative expenses increased
     $8.8 million  over 1992 primarily due to staff-related and other
     expenses required to service the larger portfolio and expansion
     into Europe.  The Company's full-time employment increased from
     324 at the end of 1992 to 361 at
     December 31, 1993.
     
               Provision for credit losses during 1993 increased from $20.4
     million in 1992 to $20.8 million in 1993.  This increase,
     partially offset by a higher provision taken in 1992 for the U.S.,
     Australian, and Canadian companies,  reflected increased levels of
     new business for 1993.  Receivables, net of recoveries, of $18.8
     million were written off against the allowance for credit losses
     during 1993 compared with $14.3 million during 1992 due to an
     acceleration of write-offs from point of sale to point of
     repossession.  Receivables past due over 30 days were 1.9% of
     total receivables at December 31, 1993 compared with 2.5% at
     December 31, 1992.  Past due percentages decreased primarily as a
     result of an improving U.S. economy and collection efforts.  The
     allowance for credit losses is monitored to provide for an amount
     which, in management's judgment, will be adequate to cover
     uncollectible receivables.  At December 31, 1993, the allowance
     for credit losses was $41.5 million which was 1.3% of finance
     receivables, net of unearned income, compared with $36.5 million
     and 1.4% at December 31, 1992, respectively.
     
               The effective income tax rate for 1993 was 36% compared with
     34% for 1992.  For information on this change, see Note 8 of the
     Notes to the Consolidated Financial Statements.
     
               Consolidated net income in 1993 was $37.8 million, compared
     with $34.0 million, excluding the cumulative effect of the change
     in accounting for income taxes in 1992.  The increase in net
     income generally reflected the increased revenues from a larger
     portfolio and lower cost of borrowed funds, partially offset by
     increased costs to support the larger portfolio and European
     expansion.
     
     1992 Compared With 1991
     
               Total revenues for 1992 were $342.4 million, an 8% increase
     over 1991 revenues of $316.4 million.  The increase in revenues,
     limited by a low interest rate environment, was primarily the
     result of earnings from the larger portfolio, which increased to
     $2,812.7 million at December 31, 1992 from $2,437.1 million at
     December 31, 1991.
     
               The annualized interest rate on finance receivables
     (computed by dividing finance income by the average monthly
     finance receivable balances) was 10.3% for 1992 compared with
     11.1% for 1991.  Tax benefits associated with governmental lease-
     purchase contracts and a portion of tax benefits associated with
     long-term tax-oriented leases are not reflected in such annualized
     interest rates.  The decrease in the annualized interest rate
     reflected a decrease in interest rates charged to customers.
     
               Other income, net, of $14.4 million for 1992 included fees,
     gains on sales of equipment returned from lease, and other
     miscellaneous income.  The increase of $3.7 million for 1992 was
     primarily due to larger gains on sales of equipment returned from
     lease, more commitment fees earned, and more late charge fees
     collected.
     
               Interest expense for 1992 was $174.4 million, $1.9 million
     less than 1991.  Although there were increased borrowings to
     support the larger portfolio, interest expense decreased due to
     lower borrowing rates as the average cost of borrowed funds was
     7.8% in 1992 compared with 8.9% in 1991.
     
               Depreciation expense increased from $54.4 million in 1991 to
     $63.1 million in 1992 due to the increase in equipment on
     operating leases which, computed as a monthly average balance,
     increased 12%.
     
               General, operating, and administrative expenses increased
     11% over 1991 primarily due to staff-related and other expenses
     required to service the larger portfolio and expansion into
     Europe.  The Company's full-time employment increased from 310 at
     the end of 1991 to 324 at December 31, 1992.
     
               Provision for credit losses during 1992 increased from $13.2
     million in 1991 to $20.4 million in 1992.  This increase reflected
     increased levels of new business and a higher provision taken for
     the U.S., Australian, and Canadian companies.  Receivables, net of
     recoveries, of $14.3 million were written off against the
     allowance for credit losses during 1992 compared with $13.0
     million during 1991.  Receivables past due over 30 days were 2.5%
     of total receivables at December 31, 1992, compared with 4.0% at
     December 31, 1991.  Past due percentages decreased primarily as a
     result of increased collection efforts.  The allowance for credit
     losses is monitored to provide for an amount which, in
     management's judgement, will be adequate to cover uncollectible
     receivables.  At December 31, 1992, the allowance for credit
     losses was $36.5 million which was 1.4% of finance receivables,
     net of unearned income, compared with $31.0 million and 1.4% at
     December 31, 1991, respectively.
     
               The effective income tax rate for 1992 and 1991 was 34%.  In
     the fourth quarter of 1992, effective January 1, 1992, the Company
     adopted Statement of Financial Accounting Standards (SFAS) 109,
     "Accounting for Income Taxes."  SFAS 109 requires changing the
     method of accounting for income taxes from the deferred method to
     the liability method.  The effect of adopting SFAS 109, as of
     January 1, 1992, was a benefit of $2.6 million and is excluded
     from the effective income tax rate calculation.  For more
     information on this accounting change, see Note 8 of the Notes to
     the Consolidated Financial Statements.
     
               Consolidated net income in 1992, excluding the cumulative
     effect of the change in accounting for income taxes, was $34.0
     million, compared with $28.5 million in 1991.  The increase in net
     income generally reflected the increased revenues from a larger
     portfolio and lower cost of borrowed funds, partially offset by
     the increase in the provision for credit losses.
     
     Capital Resources and Liquidity
     
               The Company's operations were primarily funded with a
     combination of medium-term notes, commercial paper, bank
     borrowings, retained earnings, and additional equity capital of
     $30.0 million invested by Caterpillar.  Additional short-term
     funding was available from Caterpillar (see Note 10 of the Notes
     to the Consolidated Financial Statements); however, no
     intercompany borrowings were outstanding at December 31, 1993.
     
               Total debt outstanding as of December 31, 1993, was $3,041.1
     million, an increase of $639.7 million over that at December 31,
     1992, and was primarily comprised of $1,854.8 million of medium-
     term notes, $797.2 million of commercial paper, and $335.7 million
     of notes payable to banks.  Interest rate swaps were contracted in
     the United States, Australia, Canada, and Germany to reduce the
     exposure to interest rate fluctuations.  See Notes 6 and 7 of the
     Notes to the Consolidated Financial Statements for more
     information on short-term and long-term debt.
     
               At December 31, 1993, the Company had available in the
     United States, Australia, Canada, Germany, Sweden, and the United
     Kingdom a total of $990.7 million of short-term credit lines,
     which expire at various dates in 1994, and $64.7 million of long-
     term credit lines, which expire at various dates from January 1996
     to May 1996.  These credit lines are with a number of banks and
     are considered support for the Company's outstanding commercial
     paper, commercial paper guarantees, the discounting of bank and
     trade bills, and bank borrowings at various interest rates.  At
     December 31, 1993, there were $326.1 million of these lines
     utilized for bank borrowings in Australia, Germany, Sweden, and
     the United Kingdom.
     
               The Company also has a $455.0 million revolving credit
     agreement with a group of banks.  This agreement is also
     considered support for the Company's outstanding commercial paper
     and commercial paper guarantees.  The agreement terminates in 1996
     and provides for borrowings at interest rates which vary according
     to LIBOR or money market rates.  At December 31, 1993, there were
     no borrowings under this agreement.
     
               The above-mentioned credit agreements require the Company to
     maintain its consolidated ratio of profit before taxes plus fixed
     charges to fixed charges at no less than 1.1 to 1 for each
     quarter; the Company's total liabilities to total stockholder's
     equity may not exceed 8.0 to 1; and the Company's tangible net
     worth must be at least $20.0 million.
     
               The Company's funding requirements were met primarily
     through the sale of commercial paper and medium-term notes,
     discounting of bank and trade bills, and through bank borrowings. 
     During 1993, the average outstanding commercial paper balance, net
     of discount, was $782.3 million at an average interest rate of
     3.7%.  At year-end 1993, the face value of commercial paper
     outstanding was $798.6 million.  During 1993, $417.1 million of
     fixed-rate medium-term notes were sold at an average interest rate
     of 4.9% and $475.2 million of floating-rate medium-term notes were
     sold at rates indexed to LIBOR, prime, or commercial paper rates. 
     Medium-term notes outstanding at year-end 1993 were $1,854.8
     million.  During the year, bank bills totaling $154.4 million and
     trade bills totaling $184.2 million were discounted at an average
     interest rate of 5.6% and 8.0%, respectivly.  In connection with
     its match funding objectives, the Company entered into a variety
     of interest rate contracts including interest rate swap and cap
     agreements.  Interest rate swap agreements totaled $2,047.3
     million and interest rate cap agreements totaled $500.0 million at
     year-end 1993.
     
               The Company has entered into forward exchange contracts to
     hedge its U.S. dollar denominated obligations in Australia and
     Canada against currency fluctuations.  At December 31, 1993, the
     outstanding forward exchange contracts totaled $146.6 million.
     
          On a consolidated basis, equity capital at the end of 1993
     was $418.0 million, an increase of $64.0 million during the year. 
     This increase included $30.0 million of additional equity
     investment made by Caterpillar and $37.8 million of retained
     earnings from operations.  The increase in debt, the equity
     investment from Caterpillar, and the funds provided by operations
     were used to finance the increase in the portfolio.  The ratio of
     debt to equity at December 31, 1993 was 7.3 to 1, compared with
     6.8 to 1 for 1992 and 6.7 to 1 for 1991.
     
     Item 8.  Financial Statements and Supplementary Data
     
          The information required by Item 8 is included as a part of
               this report on pages 16 through 29.
     
     Item 9.  Changes in and Disagreements with Accountants on
     Accounting and              Financial Disclosure
     
               None.
     
     PART III.
     
     Item 10.  Directors and Executive Officers of the Registrant
     
               Information for Item 10 is not required.  See General
     Instruction J.
     
     Item 11.  Executive Compensation
     
               Information for Item 11 is not required.  See General
     Instruction J.
     
     Item 12.  Security Ownership of Certain Beneficial Owners and
     Management
     
               Information for Item 12 is not required.  See General
     Instruction J.
     
     Item 13.  Certain Relationships and Related Transactions
     
               Information for Item 13 is not required.  See General
     Instruction J.
     
     
     
     
     PART IV.
     
     Item 14.  Exhibits, Financial Statement Schedules, and Reports on
     Form 8-K
     
          (a)  The following documents are filed as part of this
     report:
     
               1.  Financial Statements
     
                       Report of Independent Accountants
                    Consolidated Statement of Financial Position at
                         December 31,    1993, 1992, and 1991
                    Consolidated Statement of Income and Retained
                         Earnings for      the Years Ended December 31,
                         1993, 1992, and 1991
                    Consolidated Statement of Cash Flows for the
                         Years Ended        December 31, 1993, 1992, and
                         1991
                    Notes to Consolidated Financial Statements
     
               2.  Financial Statement Schedules
     
                    Schedule IX - Short-term Borrowings
     
                    All other schedules are omitted because they are
                         not applicable or required information is shown
                         in the financial statements or the notes
                         thereto.
     
          (b)  Reports on Form 8-K
     
                    None
     
          (c)  Exhibits
     
               3.1  Certificate of Incorporation of the Company
                         (incorporated by reference from Exhibit 3.1 to
                         the Company's Form 10, as amended, Commission
                         File No. 0-13295).
     
               3.2  Bylaws of the Company (incorporated by reference
                         from Exhibit 3.2 to the Company's Annual Report
                         on Form 10-K, for the year ended December 31,
                         1990, Commission File No. 
                    0-13295).
     
               4.1  Indenture, dated as of April 15, 1985, between
                         the Company and Morgan Guaranty Trust Company of
                         New York, as Trustee, including form of Debt
                         Security (see Table of Contents to
                         Indenture)(incorporated by reference from
                         Exhibit 4.1 to the Company's Registration
                         Statement on Form S-3, Commission File No. 33-
                         2246).
     
               4.2  First Supplemental Indenture, dated as of May
                         22, 1986, amending the Indenture dated as of
                         April 15, 1985 between the Company and Morgan
                         Guaranty Trust Company of New York, as Trustee
                         (incorporated by reference from Exhibit 4.1 to
                         the Company's Quarterly Report on Form 10-Q for
                         the quarter ended June 20, 1986, Commission File
                         No. 0-13295).
     
               4.3  Second Supplemental Indenture, dated as of March
                         15, 1987, amending the Indenture dated as of
                         April 15, 1985 between the Company and Morgan
                         Guaranty Trust Company of New York, as Trustee
                         (incorporated by reference from Exhibit 4.3 to
                         the Company's Current Report on Form 8-K dated
                         April 24, 1987, Commission File No. 0-13295).
     
               4.4  Third Supplemental Indenture, dated as of
                         October 2, 1989, amending the Indenture dated as
                         of April 15, 1985, between the Company and
                         Morgan Guaranty Trust Company of New York, as
                         Trustee (incorporated by reference from Exhibit
                         4.3 to the Company's Current Report on Form 8-K,
                         dated 
                    October 16, 1989, Commission File No. 0-13295).
     
               4.5  Fourth Supplemental Indenture, dated as of
                         October 1, 1990, amending the Indenture dated
                         April 15, 1985, between the Company and Morgan
                         Guaranty Trust Company of New York, as Trustee
                         (incorporated by reference from Exhibit 4.3 to
                         the Company's Current Report on Form 8-K, dated 
                    October 29, 1990, Commission File No. 0-13295).
     
               4.6  Indenture, dated as of July 15, 1991, between
                         the Company and Continental Bank, National
                         Association, as Trustee (incorporated by
                         reference from Exhibit 4.1 to the Company's
                         Current Report on Form 8-K, dated July 25, 1991,
                         Commission File No. 0-13295).
     
               4.7  Support Agreement, dated as of December 21,
                         1984, between the Company and Caterpillar
                         (incorporated by reference from Exhibit 4.2 to
                         the Company's Form 10, as amended, Commission
                         File No. 0-13295).
     
              10.1  Tax Sharing Agreement, dated as of June 21,
                         1984, between the Company and Caterpillar
                         (incorporated by reference from Exhibit 10.3 to
                         the Company's Form 10, as amended, Commission
                         File No. 0-13295).
     
              10.2  Revolving Credit Agreement, dated as of February
                         22, 1991, among the Company, as the Borrower,
                         the several financial institutions parties
                         thereto (the "Banks"), and The First National
                         Bank of Chicago, as agent for the Banks
                         (incorporated by reference from Exhibit 10.2 to
                         the Company's Annual Report on Form 10-K, for
                         the year ended December 31, 1990, Commission
                         File No. 0-13295).
     
              10.3  Amendment to the Revolving Credit Agreement,
                         described in Exhibit 10.2 of the Company's
                         Annual Report on Form 10-K for the year ending
                         December 31, 1990, extending the Termination
                         Date from February 20, 1994 to February 20, 1995
                         (incorporated by reference from Exhibit 10.3 to
                         the Company's Annual Report on Form 10-K, for
                         the year ended December 31, 1991, Commission
                         File No. 0-13295).
     
              10.4  Amendment to the Revolving Credit Agreement,
                         described in Exhibit 10.2 of the Company's
                         Annual Report on Form 10-K for the year ending
                         December 31, 1990, extending the Termination
                         Date from February 20, 1995 as amended by
                         Exhibit 10.3 of the Company's Annual Report on
                         Form 10-K for the year ending December 31, 1991,
                         to February 20, 1996 (incorporated by reference
                         from Exhibit 10.4 to the Company's Quarterly
                         Report on Form 10-Q for the quarter ended June
                         30, 1993, Commission File No. 013295).
     
     
     
     
     
     
               12   Statement Setting Forth Computation of Ratio of
                         Profit to Fixed Charges.
     
                    (The ratios of profit to fixed charges for the
                         years ending December 31, 1993, 1992, and 1991
                         were 1.33, 1.28, and 1.23, respectively.)
     
               23   Consent of Price Waterhouse
     
          <PAGE>
Signatures    
     
                             
                      Pursuant to the requirements of Section 13 or 15(d) 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)
     
     
     
                 Dated:  March 4, 1994               By:          /s/ Nancy L.
     Snowden                                                        
     Nancy L. Snowden, Secretary
     
     
          Pursuant to the requirements of the Securities Exchange Act
     of 1934, this report has been signed below by the following
     persons on behalf of the Company and in the capacities and on the
     dates indicated.
     
         Date                       Signature                     
     Title
     
     March 4, 1994       /s/ James S. Beard            President,
     Director and 
                            (James S. Beard)        Principal
     Executive
                                                      Officer
     
     
     March 4, 1994       /S/ F. Lynn McPheeters        Executive
     Vice President
                            (F. Lynn McPheeters)         and
     Director
     
     
     
     March 4, 1994       /s/ James W. Wogsland         Director
                            (James W. Wogsland)
     
     
     
     March 4, 1994       /s/ Kenneth C. Springer       Controller
     and Principal
                            (Kenneth C. Springer)   Accounting
     Officer
     
     
     
     March 4, 1994       /s/ Frank C. Carder           Treasurer
     and Principal 
                            (Frank C. Carder)            Financial
     Officer
     
          <PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
     
     
     To the Board of Directors and Shareholder of
     Caterpillar Financial Services Corporation
     
     In our opinion, the consolidated financial statements listed in
     the index appearing under Item 14(a)(1) and (2) on page 11 present
     fairly, in all material respects, the financial position of
     Caterpillar Financial Services Corporation and its subsidiaries at
     December 31, 1993, 1992, and 1991, and the results of their
     operations and their cash flows for each of the three years in the
     period ended December 31, 1993, in conformity with generally
     accepted accounting principles.  These financial statements are
     the responsibility of the Company's management; our responsibility
     is to express an opinion on these financial statements based on
     our audits.  We conducted our audits of these statements in
     accordance with generally accepted auditing standards which
     require that we plan and perform the audit to obtain reasonable
     assurance about whether the financial statements are free of
     material misstatement.  An audit includes examining, on a test
     basis, evidence supporting the amounts and disclosures in the
     financial statements, assessing the accounting principles used and
     significant estimates made by management, and evaluating the
     overall financial statement presentation.  We believe that our
     audits provide a reasonable basis for the opinion expressed above.
     
     As discussed in Note 8 to the consolidated financial statements,
     in 1992 the Company adopted the provisions of Statement of
     Financial Accounting Standards (SFAS) 109, "Accounting for Income
     Taxes."
     
     
     
     
     
     
     
     
     
     PRICE WATERHOUSE
     
     Peoria, Illinois
          January 21, 1994<PAGE>
CATERPILLAR FINANCIAL SERVICES CORPORATION
             
         CONSOLIDATED STATEMENT OF FINANCIAL POSITION
     (Millions of dollars)
     
         
                                                                      December
     31,         
                                                      1993       1992   
        1991
     
     Assets:
       Cash and cash equivalents                  $   15.6   $   11.5  
     $   20.4
       Finance receivables (Notes 2,3, and 5):      
         Wholesale notes receivable                  142.8       49.3   
           -
         Retail notes receivable                   1,035.5      858.5   
       623.9
         Investment in finance receivables         2,350.8    1,970.1   
     1,840.8
                                                   3,529.1    2,877.9   
     2,464.7
     
         Less:  Unearned income                      348.2      315.8   
       288.7
                Allowance for credit losses           41.5       36.5   
        31.0
                                                   3,139.4    2,525.6   
     2,145.0
        
       Equipment on operating leases, 
         less accumulated depreciation (Note 4)      364.6      276.7   
       283.0
       Other assets                                   45.1       29.5   
        40.6
     
     Total assets                                 $3,564.7   $2,843.3  
     $2,489.0
     
     Liabilities and stockholder's equity:        
       Payable to dealers and customers           $   13.7   $   11.1  
     $    1.5
       Payable to Caterpillar Inc. (Note 10)           3.9        2.9   
         3.5
       Accrued interest payable                       33.6       28.0   
        27.4
       Income tax payable (Note 8)                    36.0       30.0   
         8.8
       Other liabilities                               5.4        3.2   
         1.1
       Short-term borrowings (Note 6)              1,138.2      913.1   
       672.5
       Current maturities of long-term debt
         (Note 7)                                    492.5      492.4   
       562.7
       Long-term debt (Note 7)                     1,410.4      995.9   
       876.3
       Deferred income taxes (Note 8)                 13.0       12.7   
        22.3  Total liabilities                             3,146.7   
     2,489.3    2,176.1
     
     
     Commitments and contingent liabilities 
       (Note 7)
     
       Common stock - $1 par value                
         Authorized: 2,000 shares
         Issued and outstanding: one share           250.0      220.0   
       210.0
       Profit employed in the business               175.5      137.7   
       101.1
       Foreign currency translation                                     
               
         adjustment (Note 1G)                         (7.5)      (3.7)  
         1.8
     Total stockholder's equity                      418.0      354.0   
       312.9
     
     Total liabilities and stockholder's equity   $3,564.7   $2,843.3  
     $2,489.0
     
      
     
     
         (See Notes to Consolidated Financial Statements)
          <PAGE>
  CATERPILLAR FINANCIAL SERVICES CORPORATION
     
         CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
     
         FOR THE YEARS ENDED DECEMBER 31, 
     (Millions of dollars)
     
         
         
                                                  1993          1992     
        1991
       
     Revenues:                                                          
                   Wholesale finance income                $  5.8       
     $  4.1       $    -
       Retail finance income                    246.4         235.2     
       227.7
       Rental income                             95.7          88.7     
        78.0
       Other income, net                         15.7          14.4     
        10.7
              Total revenues                    363.6         342.4     
       316.4
     
     Expenses:
       Interest (Notes 6 & 7)                   173.1         174.4     
       176.3
       Depreciation                              69.6          63.1     
        54.4
       General, operating, and administrative    41.7          32.9     
        29.6
       Provision for credit losses               20.8          20.4     
        13.2
              Total expenses                    305.2         290.8     
       273.5
     
     Income before income taxes, minority
       interest, and cumulative effect of
       change in accounting for income
       taxes                                     58.4          51.6     
        42.9
     
     Provision for income taxes (Note 8)         21.3          17.6     
        14.4
     
     Minority interest in earnings (losses)
       of subsidiary                             (0.7)            -     
           -
     
     Income before cumulative effect of change
       in accounting for income taxes            37.8          34.0     
        28.5
     
     Cumulative effect of change in accounting
       for income taxes                             -           2.6     
           -
     
              Net income                         37.8          36.6     
        28.5
     
     Retained earnings - beginning of year      137.7         101.1     
        72.6
     
     Retained earnings - end of year           $175.5        $137.7     
      $101.1
     
     
     
         
         
         
         
         
         
         
  (See Notes to Consolidated Financial Statements)<PAGE>
CATERPILLAR FINANCIAL
 SERVICES CORPORATION
     
         CONSOLIDATED STATEMENT OF CASH FLOWS
     
         FOR THE YEARS ENDED DECEMBER 31, 
     (Millions of dollars)
     
                                                          1993        1992     
       1991
     
     Cash flows from operating activities:
       Net income                              $   37.8    $   36.6   
     $   28.5
       Adjustments for noncash items:              
         Depreciation                              69.6        63.1     
       54.4
         Provision for credit losses               20.8        20.4     
       13.2
         Other                                     (4.4)       (6.1)    
       (5.7)
       Change in assets and liabilities:   
         Receivables from customers and others    (15.3)       14.9     
      (14.6)
         Deferred and refundable income taxes         -        (9.5)    
        2.2
         Payable to dealers and customers           2.8        10.1     
       (2.0)
         Payable to Caterpillar Inc.                1.0         (.6)    
       (7.0)
         Accrued interest payable                   5.5          .7     
        9.5
         Income tax payable                         6.0        21.4     
       (2.6)
         Other, net                                 2.1         2.1     
       (2.5)
           Net cash provided by operating
             activities                           125.9       153.1     
       73.4 
     
     Cash flows from investing activities:
       Additions to equipment                    (204.1)     (121.2)    
     (118.7)
       Disposals of equipment                      32.6        31.2     
       19.5
       Additions to finance receivables        (2,023.0)   (1,601.5)  
     (1,268.6)
       Collections of finance receivables       1,388.8     1,197.8     
      999.3
       Other, net                                    .2         (.3)    
         .2
           Net cash used for investing 
             activities                          (805.5)     (494.0)    
     (368.3)
     
     Cash flows from financing activities:
       Additional paid in capital                  30.0        10.0     
       10.0
       Proceeds from long-term debt issues        918.4       617.0     
      691.3
       Payments on long-term debt                (517.4)     (567.7)    
     (410.7)
       Short-term borrowings, net                 253.5       275.0     
        2.8
           Net cash provided by financing        
             activities                           684.5       334.3     
      293.4
     
     Effect of exchange rate changes on cash        (.8)       (2.3)    
        (.4)
     
     Net change in cash and cash equivalents        4.1        (8.9)    
       (1.9)
     
     Cash and cash equivalents at beginning
       of year                                     11.5        20.4     
       22.3
     
     Cash and cash equivalents at end of year  $   15.6    $   11.5   
     $   20.4
     
      
                     
      
     
     
         (See Notes to Consolidated Financial Statements)
                    <PAGE>
CATERPILLAR FINANCIAL SERVICES CORPORATION
     
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Dollar amounts in millions)
     
              NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     
     A.  Operations and basis of consolidation
     
          Caterpillar Financial Services Corporation (the "Company")
     is a wholly owned finance subsidiary of Caterpillar Inc.
     ("Caterpillar").  The Company provides financing of earthmoving,
     construction, and materials handling machinery and engines sold by
     Caterpillar dealers, and turbine engines sold by Solar Turbines
     Incorporated through offices located in North America, Australia,
     and Europe.  The Company also provides customer and dealer loans
     for various business purposes.
     
          The accompanying financial statements include the accounts
     of Caterpillar Financial Services Corporation and its foreign
     subsidiaries.
     
          Certain amounts in the prior period financial statements
     have been reclassified to conform to the 1993 presentation.
     
     B.  Recognition of earned income
     
          Retail finance income - Income on retail finance receivables
     (financing leases, installment sale contracts, and customer and
     dealer loans) is recognized over the term of the contract at a
     constant rate of return on the scheduled uncollected principal
     balance.
     
          Wholesale finance income - Income on wholesale finance
     receivables (dealer floor planning in Germany and rental fleet
     financing in the United States) is recognized based on the daily
     balance of wholesale receivables outstanding and the applicable
     effective interest rate. 
     
          Rental income - Income on operating leases is reported over
     the life of the operating lease in the period earned.
     
          Fee income - Loan origination fees are amortized to finance
     income using the interest method over the contractual terms of the
     finance receivables.  Commitments fees are amortized to other
     income using the straight-line method over the commitment period.
     
          Recognition of income is suspended when management
     determines that collection of future income is not probable. 
     Accrual is resumed if the receivable becomes contractually current
     and collection doubts are removed; previously suspended income is
     recognized at that time.
     
     C.  Depreciation
     
          Depreciation on operating leases is recognized using the
     straight-line method over the lease term.  The depreciable basis
     is the original cost of the equipment less the estimated residual
     value of the equipment at the end of the lease term.  Depreciation
     on property and equipment, other than equipment on operating
     leases, that the Company owns, was less than $1.3 million for
     1993.
     
     
     
     
     
     
     
     D.  Cash and cash equivalents
     
          Cash and cash equivalents include cash on hand or on deposit
     with banks and highly liquid short-term investments with
     maturities of three months or less at the time of purchase.
     
     E.  Allowance for credit losses
     
          Management regularly evaluates factors affecting the
     collectibility of receivable balances and maintains an allowance
     for credit losses, which it believes is sufficient to cover
     uncollectible accounts.  Uncollectible receivable balances are
     written off against the allowance for credit losses when the
     underlying collateral is repossessed.  Prior to 1993,
     uncollectible receivable balances were written off when the
     underlying collateral was sold.
     
     F.  Income taxes
     
          The Company has a tax sharing agreement with Caterpillar in
     which the Company consents to the filing of consolidated income
     tax returns with Caterpillar, and Caterpillar agrees, among other
     things, to collect from or pay to the Company its allocated share
     of any consolidated income tax liability or credit applicable to
     any period for which the Company is included as a member of the
     consolidated group in a manner determined as if each company in
     the consolidated group had computed its tax on a separate return
     basis.  Similar agreements exist between Caterpillar Financial
     Australia Limited and Caterpillar of Australia Ltd. with respect
     to taxes payable in Australia, and between the Company and
     Caterpillar with respect to taxes payable in Germany.
     
     G.  Foreign currency translation
     
          Assets and liabilities of foreign subsidiaries are
     translated at current exchange rates, and the effects of
     translation adjustments are reported as a separate component of
     stockholder's equity entitled "Foreign currency translation
     adjustment."
     
     NOTE 2 - RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES
     
               The contractual maturities of outstanding receivables at 
     December 31, 1993, were:
     
                    Installment       Financing                  
     Amounts due in    contracts         leases          Notes         
     Total
     
        1994            $  415.9        $  392.5       $  362.2      
     $1,170.6
        1995               304.1           296.6          288.1         
     888.8
        1996               189.7           198.5          219.6         
     607.8
        1997                70.8           116.7          115.2         
     302.7
        1998                14.0            56.4          123.2         
     193.6
     Thereafter              1.0            74.7           70.0         
     145.7
                           995.5         1,135.4        1,178.3       
     3,309.2
     Residual Value            -           219.9              -         
     219.9
     
        Total           $  995.5        $1,355.3       $1,178.3      
     $3,529.1
     
          Receivables generally may be repaid or refinanced without
     penalty prior to contractual maturity.  Accordingly, this
     presentation should not be regarded as a forecast of future cash
     collections.  At December 31, 1993, the recognition of finance
     income had been suspended on $20.1 million of finance   
     receivables compared with $23.4 million at December 31, 1992, and
     $40.4 million at December 31, 1991.
     
          Activity relating to the allowance for credit losses is
     shown below:
     
                                                      1993        1992  
          1991
     
     Balance at beginning of year                    $36.5       $31.0  
         $30.8
     Provision for credit losses                      20.8        20.4  
          13.2
     Aquisition of Spanish subsidiary                  3.5           -  
             -
     Less:  Receivables written off, net of
              recoveries                              18.8        14.3  
          13.0
            Foreign currency translation
             adjustment                                .5          .6  
             -
     
     Balance at end of year                          $41.5       $36.5  
         $31.0
     
     
     NOTE 3 - INVESTMENT IN FINANCING LEASES
     
                                                      1993        1992  
          1991
       
     Total minimum lease payments receivable      $1,135.4    $  982.3  
      $  893.3
     Estimated residual value of leased assets:    
       Guaranteed                                     71.4        55.1  
          65.1
       Unguaranteed                                  148.5       123.7  
          97.7
                                                   1,355.3     1,161.1  
       1,056.1
     Less:  Unearned income                          229.5       212.2  
         182.0
     
     Net investment in financing leases           $1,125.8    $  948.9  
      $  874.1
     
     
     NOTE 4 - EQUIPMENT ON OPERATING LEASES
     
          Components of the Company's investment in equipment on
     operating leases, less accumulated depreciation, at December 31
     were as follows:
     
                                                      1993        1992  
         1991
       
     Equipment on operating leases, at cost         $503.5      $402.0  
       $402.5
     Less:                                         
       Accumulated depreciation                      138.9       125.2  
        119.2
       Unearned investment tax credits                   -          .1  
           .3
                                                                        
               
     Equipment on operating leases, net             $364.6      $276.7  
       $283.0
     
               At December 31, 1993, scheduled minimum rental payments for
     operating leases were as follows:
     
               Amounts due in:
     
                      1994                          $103.1
                      1995                            83.2
                      1996                            55.5
                      1997                            29.2
                      1998                            15.0
                   Thereafter                          8.5
     
                     Total                          $294.5
     
     
     
     
     
     
     NOTE 5 - CONCENTRATION OF CREDIT RISK
     
          The Company's receivables are primarily composed of
     receivables under installment sale contracts, receivables arising
     from leasing transactions, and notes receivable.  The Company
     generally maintains a secured interest in equipment financed, and
     a substantial portion of its business activity is with customers
     located within the United States.  Receivables from customers in
     construction-related industries made up approximately one-third of
     total finance receivables as of December 31, 1993, 1992 and 1991,
     respectively.  However, no single customer or region represents a
     significant concentration of credit risk.
     
     NOTE 6 - SHORT-TERM BORROWINGS
     
          Total average short-term borrowings during 1993, 1992, and
     1991 were $1,038.3 million, $776.9 million, and $662.8 million,
     respectively.  Commercial paper and bank borrowings outstanding at
     December 31, 1993, generally had maturities not exceeding 90 days
     with average discount rates of 3.6% and 7.0%, respectively.  The
     approximate weighted average interest rate on short-term
     borrowings was 4.8%, 5.2%, and 7.2% for 1993, 1992, and 1991,
     respectively.  Interest paid on short-term borrowings was $58.3
     million in 1993, $60.3 million in 1992, and $62.3 million in 1991.
     
               Short-term borrowings at December 31, consisted of the
     following:
     
                                                      1993        1992  
         1991
       
     Notes payable to banks, net                  $  335.7      $195.5  
       $ 32.3
     Commercial paper, net                           797.2       714.0  
        638.8
     Other                                             5.3         3.6  
          1.4
                                                                        
               
     Total                                        $1,138.2      $913.1  
       $672.5
     
     
          At December 31, 1993, the Company had available in the
     United States, Australia, Canada, Germany, Sweden, and the United
     Kingdom, a total of $990.7 million of short-term credit lines
     which expire at various dates in 1994, and $64.7 million of long-
     term credit lines which expire at various dates from January 1996
     to May 1996.  These credit lines are with a number of banks and
     are considered support for the Company's outstanding commercial
     paper, commercial paper guarantees, the discounting of bank and
     trade bills, and bank borrowings at various interest rates.  At
     December 31, 1993, there were $326.1 million of these lines
     utilized for bank borrowings in Australia, Germany, Sweden, and
     the United Kingdom.
     
          The Company also has a $455.0 million revolving credit
     agreement with a group of banks.  This agreement is also
     considered support for the Company's outstanding commercial paper
     and commercial paper guarantees.  The agreement terminates in 1996
     and provides for borrowings at interest rates which vary according
     to LIBOR or money market rates.  At December 31, 1993, there were
     no borrowings under this agreement.
     
          The above-mentioned credit agreements require the Company to
     maintain its consolidated ratio of profit before taxes plus fixed
     charges to fixed charges at no less than 1.1 to 1 for each
     quarter; the Company's total liabilities to total stockholder's
     equity may not exceed 8.0 to 1; and the Company's tangible net
     worth must be at least $20.0 million.
     
          In connection with its match funding objectives, the Company
     entered into a variety of interest rate contracts including
     interest rate swap and cap agreements, options, and forward rate
     agreements.  These agreements are entered into with major
     financial institutions to reduce the Company's exposure to changes
     in interest rates by matching the maturities of interest- earning
     assets with comparable maturities of long-term and short-term
     funding.  The interest differentials to be paid or received are
     accrued as interest rates change and are recognized over the lives
     of the agreements.
     
          As of December 31, 1993, there were outstanding swap and cap
     agreements with notional amounts totaling $2,047.3 million and
     $500.0 million, respectively.  These agreements have terms
     generally ranging up to five years, which effectively changed
     $1,050.6 million of floating rate debt to fixed rate debt, $629.1
     million of fixed rate debt to floating rate debt, and $867.6
     million of floating rate debt to floating rate debt having
     different conditions.  In connection with swap agreements having a
     total notional amount of $95.1 million, the Company entered into
     option agreements which would allow the counterparty to enter into
     swap agreements at some future date or alter the conditions of
     certain swap agreements.  The Company's outstanding forward rate
     agreements totaled $246.0 million at year end, and the premiums
     paid or received on these agreements have been deferred and are
     being recognized over the lives of the agreements.
     
          The Company is exposed to possible credit loss in the event
     of nonperformance by the counterparties to these above-mentioned
     swap and cap agreements.  The notional amounts of these agreements
     are significantly greater than the amount subject to credit risk. 
     As of December 31, 1993, there was an accrued receivable of $2.8
     million relating to these contracts.  In addition, the Company may
     incur additional costs in replacing at current market rates any
     contracts for which a counterparty fails to perform.
     
          The Company has entered into forward exchange contracts to
     hedge its U.S. dollar denominated obligations in Australia and
     Canada against currency fluctuations.  These contracts have terms
     generally ranging up to three months and do not subject the
     Company to risk due to exchange rate movements, because the gains
     and losses on the contracts offset the losses and gains on the
     liabilities being hedged.  At December 31, 1993, the Company had
     forward exchange contracts totaling $146.6 million of which $143.1
     million represent contracts with Caterpillar.
     
     NOTE 7 - LONG-TERM DEBT
     
          During 1993, the Company publicly issued $892.3 million of
     medium-term notes, of which $417.1 million were at fixed interest
     rates and $475.2 million were at floating interest rates indexed
     to LIBOR, prime, or commercial paper rates.  Interest rates on
     fixed-rate medium-term notes are established by the Company as of
     the date of issuance.  The notes are offered on a continuous basis
     through agents and have maturities ranging from nine months to 15
     years.  The weighted average interest rate on all outstanding
     medium-term notes was 6.1% at December 31, 1993.  Interest paid on
     long-term debt in 1993, 1992, and 1991 was $102.1 million, $107.8
     million, and $98.5 million, respectively.
     
          Long-term debt outstanding at December 31, 1993, matures as
     follows:
     
                      1994                       $  492.5
                      1995                          486.8
                      1996                          247.2
                      1997                          240.2
                      1998                          216.3
                   Thereafter                       219.9
     
                     Total                       $1,902.9
     
     
     
     
          At December 31, 1993, the Company was also contingently
     liable under     guarantees of securities of certain Caterpillar
     dealers totaling 
     $249.6 million of which $173.5 million was outstanding.  These
     guarantees have terms ranging up to two years.  At December 31,
     1992, the Company was contingently liable for $48.1 million.  No
     loss is anticipated under these guarantees.
     
     NOTE 8 - INCOME TAXES
     
          Effective January 1, 1992, the Company adopted SFAS 109,
     "Accounting for Income Taxes."  Prior years' financial statements
     have not been restated.  For years prior to 1992, income taxes
     were computed based on Accounting Principles Board Opinion (APB)
     11.  Net deferred tax liabilities as of January 1, 1992, were
     reduced by $2.6 million as a result of the adoption of SFAS 109. 
     The 1992 tax provision was not materially different from the
     amount which would have resulted from applying APB 11.
     
          The components of the provision for income taxes were as
     follows for the years ended December 31:
                                           
                                                     1993        1992   
         1991
     
     Current tax provision (credit):                
       U.S. federal taxes                           $17.4       $13.6   
        $ 9.4
       Foreign taxes                                  2.9         4.8   
          1.6
       U.S. state taxes                               2.5         2.8   
          1.5
                                                     22.8        21.2   
         12.5
     
     Deferred tax provision (credit):
       U.S. federal taxes                            (1.2)        (.1)  
            -
       Foreign taxes                                  (.6)       (3.8)  
           .7
       U.S. state taxes                                .3          .3   
          1.2
                                                     (1.5)       (3.6)  
          1.9
     Total provision for income taxes               $21.3       $17.6   
        $14.4
      
          Current tax provision (credit) is the amount of income taxes
     reported or expected to be reported on the Company's tax returns. 
     Income taxes paid in 1993, 1992, and 1991 totaled $14.8 million,
     $2.2 million, and $14.8 million, respectively.
     
          In August 1993, the U.S. federal income tax rate for
     corporations was increased from 34% to 35% effective January 1,
     1993.  As a result of the rate increase, net U.S. deferred tax
     liabilities and the 1993 provision for income taxes were increased
     $0.9 million. 
     
          Differences between accounting rules and tax laws cause
     differences between the bases of certain assets and liabilities
     for financial reporting and tax purposes.  The tax effects of
     these differences, to the extent they are temporary, are recorded
     as deferred tax assets and liabilities under SFAS 109 and
     consisted of the following components at December 31:
               <PAGE>
                                        
                                                     1993         1992  
          
     
     U.S. federal, U.S. state, and foreign taxes:   
       Deferred tax assets:                                           
         Minimum tax credit carryforwards          $ 22.0       $ 24.7  
        
         General business credit carryforwards          -           .2  
          
                                                     22.0         24.9  
         
     
       Deferred tax liabilities - primarily 
         capital assets                             (35.0)       (37.6)
     
     Valuation allowance for deferred tax assets        -            -
     
     Deferred taxes - net                          $(13.0)      $(12.7)
     
     
          No valuation allowance for the Company's deferred tax assets
     was necessary at December 31, 1993.  The Company's tax credit
     carryforwards may be carried forward indefinitely.
     
          For 1991 under APB 11, the tax effect of timing differences,
     net of alternative minimum tax, represented deferred income tax
     provision reported in the financial statements because the
     following items were recognized in the results of operations in
     different years than in the tax returns:                           
                                                                1991
     
     U.S. federal, U.S. state, and foreign taxes:
       Finance lease income and depreciation                            
        $ 1.5
       Provision for credit losses                                      
            -
       Other - net                                                      
           .4
     
     Deferred tax provision                                             
        $ 1.9
     
          The provision for income taxes was different than would
     result from applying the U.S. statutory rate to income before
     income taxes and minority interest for the reasons set forth in
     the following reconciliation:
     
                                                     1993        1992   
         1991
     
     Taxes computed at U.S. statutory rates         $20.4       $17.5   
        $14.6
       Increases (decreases) in taxes                                   
                     resulting from:                             
         Finance income not subject to federal      
           taxation                                  (2.5)       (2.7)  
         (2.6)
         State income taxes - net of federal taxes    1.8         2.0   
          1.8
         Subsidiaries' results subject to tax                           
             
           rates other than U.S. statutory rates       .9          .8   
           .6
         Change in U.S. federal tax rate               .9           -   
            -
         Other, net                                   (.2)          -   
            -
      
     Provision for income taxes                     $21.3       $17.6   
        $14.4  
     
          The domestic and foreign components of income before income
     taxes and minority interest of consolidated companies were as
     follows:
     
                                                     1993        1992   
         1991
     
     Domestic                                       $54.4       $51.0   
        $38.4
     Foreign                                          4.0          .6   
          4.5
     
     Total                                          $58.4       $51.6   
        $42.9
     
          The foreign component of income before taxes and minority
     interest is comprised of the profit of all consolidated
     subsidiaries located outside the United States.
     
     NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS
     
          The following methods and assumptions were used to estimate
     the fair value of each class of financial instruments:
     
          Cash and cash equivalents, Other assets, Liabilities other
     than long-term debt and deferred income taxes, Forward exchange
     contracts, and Guarantees of securities.  For these items, the
     carrying amount is a reasonable estimate of fair value.
     
          Finance receivables - net.  Fair value of the outstanding
     receivables (excluding tax-oriented leases) is estimated by
     discounting the future cash flows using the Company's current
     rates for new receivables with similar remaining maturities. 
     Historical experience of bad debts is also factored into the
     calculation.
     
          Long-term debt.  Fair value is estimated by discounting the
     future cash flows using the Company's current borrowing rates for
     similar types and maturities of debt.
     
          Interest rate swaps and options.  Fair value is estimated
     based upon the amount that the Company would receive or pay to
     terminate the agreements as of the reporting date.
     
          The estimated fair values of the Company's financial
     instruments are as follows:
     
                                                 1993                 
     1992
                                         Carrying    Fair      Carrying 
        Fair
                                          Amount     Value      Amount  
        Value   
     Cash and cash equivalents          $   15.6  $   15.6    $   11.5  
     $   11.5 Finance receivables - net 
       (excluding tax-oriented leases)   2,806.2   2,821.5     2,253.1  
      2,275.4
     Other assets                           45.1      45.1        29.5  
         29.5   
     Liabilities other than long-term
       debt and deferred income taxes    1,230.8   1,230.8       988.3  
        988.3
     Long-term debt                      1,902.9   1,941.6     1,488.3  
      1,520.3
     
     Off-balance-sheet financial 
       instruments:
       Interest rate swaps/caps/options:
         In a net receivable position*       2.8       7.9         1.2  
          2.7
         In a net payable position*         (7.3)    (24.1)       (6.6) 
        (22.4)     Forward exchange contracts*          (1.5)     (1.5) 
            .1         .1
       Guarantees of securities           (173.5)   (173.5)      (48.1) 
        (48.1)
     
     *The amounts shown under "Carrying amount" represent accruals or
     deferred 
      income (fees) arising from these off-balance-sheet financial
     instruments.
     
     NOTE 10 - TRANSACTIONS WITH RELATED PARTIES
     
          Caterpillar has made capital contributions to the Company of
     $250.0 million.  The Company has also entered into a support
     agreement with Caterpillar whereby the parent will cause the
     Company to have at all times a net worth of at least $20.0
     million.
     
          
     
          To supplement external debt financing sources, the Company
     has variable amount lending agreements with Caterpillar (including
     one of its subsidiaries).  Under these agreements, which may be
     amended from time to time, the Company may borrow up to $53.8
     million from Caterpillar, and Caterpillar may borrow up to $83.8
     million from the Company.  All of the variable amount lending
     agreements are effective for indefinite terms and may be
     terminated by either party upon 30 days' notice.  At December 31,
     1993, 1992, and 1991, the Company had no outstanding borrowings or
     loans receivable under these agreements.
     
          The Company has also entered into forward exchange contracts
     with Caterpillar to hedge the U.S. dollar denominated borrowings
     in Australia against currency fluctuations.  All of these
     contracts generally have maturities not exceeding 90 days.  At
     December 31, 1993, 1992, and 1991, the Company had contracts with
     Caterpillar totaling $143.1 million, $116.4 million, and $119.9
     million, respectively.
     
          The Company entered into agreements with a subsidiary of
     Caterpillar to purchase, at a discount, some or all of this
     subsidiary's receivables generated by sales of products to
     Caterpillar dealers in Germany, Austria, and the Czech Republic. 
     The total purchases (dealer floor planning) in 1993 and 1992
     amounted to $210.2 million and $201.7 million, respectively, and
     the cash discount earned was $4.4 million and $3.4 million,
     respectively.  At 
     December 31, 1993, wholesale notes receivable balances related to
     floor planning were $124.1 million compared with $49.3 million at
     December 31, 1992.
     
          Periodically, the Company offers below-market-rate financing
     to customers under merchandising programs.  When such terms
     provide less than the Company's standard interest rates,
     Caterpillar and its subsidiaries remit an amount equal to the
     interest differential to the Company which is recognized as income
     over the term of the contract.  During 1993, the Company received
     $7.9 million from Caterpillar and its subsidiaries relative to
     such programs, compared with $5.7 million in 1992 and $9.6 million
     in 1991.
     
          The Company reimburses Caterpillar and its subsidiaries for
     services provided.  The amount of such charges was $4.2 million,
     $3.9 million, and $3.7 million for the years ended December 31,
     1993, 1992, and 1991, respectively.
     
     NOTE 11 - LEASES
     
          The Company leases certain offices and other property
     through operating leases.  Lease expense on these leases is
     charged to operations as incurred.  Total rental expense for
     operating leases was $3.7 million, $3.1 million, and $2.4 million
     for 1993, 1992, and 1991, respectively.  Minimum payments for
     operating leases having initial or remaining noncancelable terms
     in excess of one year are:
            
                      1994                        $ 1.8
                      1995                          1.7
                      1996                          1.4
                      1997                          1.4
                      1998                          1.1
                   Thereafter                       2.7
     
                     Total                        $10.1
      
     
     
     
     
     
     
     NOTE 12 - SEGMENT INFORMATION
     
          Although the majority of its business is done in the United
     States, the Company also conducts its operations through foreign
     subsidiaries in Australia, Canada, and Europe.  Total assets,
     revenues, and net income applicable to operations by geographic
     segments were as follows:
     
     
                                                     1993        1992   
         1991
     
     Assets:                                                            
               
       Domestic                                  $2,878.1    $2,401.4   
     $2,186.0
       Foreign                                      779.9       507.9   
        354.3
                                                  3,658.0     2,909.3   
      2,540.3
       Less:  Investment in subsidiaries             93.1        63.0   
         50.3
              Intercompany balances                    .2         3.0   
          1.0
     
     Total assets                                $3,564.7    $2,843.3   
     $2,489.0
     
     Revenues:
       Domestic                                  $  293.0    $  286.5   
     $  265.0
       Foreign                                       70.7        55.9   
         51.4
                                                    363.7       342.4   
        316.4
       Less intercompany interest                      .1           -   
            -
     
     Total revenues                              $  363.6    $  342.4   
     $  316.4
     
     Net income:
       Domestic                                  $   35.4    $   36.9   
     $   26.3
       Foreign                                        2.4         (.3)  
          2.2
     
     Total net income                            $   37.8    $   36.6*  
     $   28.5
     
     *After restatement for the cumulative effect of $2.6 million ($2.5
     million
      domestic) which resulted from the change in accounting for income
     taxes.
     
     NOTE 13 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
                                                       
          Financial data for the interim periods were as follows:
      
                                                   QUARTERS             
                   
                                FIRST         SECOND        THIRD       
      FOURTH
                             1993   1992   1993   1992   1993   1992  
     1993   1992        
     Total revenues         $86.4  $82.4  $90.1  $84.7  $91.5  $87.5 
     $95.6  $87.8  
     Income before
       income taxes, minority 
       interest, and cumulative
       effect of change
       in accounting 
       for income taxes      15.3   11.0   14.6   13.4   15.9   14.9  
     12.6   12.3
                        
     Net income              10.1    9.8*   9.4    8.8    9.0    9.9   
     9.3    8.1
     
     
     *After restatement for the cumulative effect of $2.6 million which
     resulted      from the change in accounting for income taxes.
     
     
      CATERPILLAR FINANCIAL SERVICE CORPORATION
                               
              Schedule IX - Short-Term Borrowings
                     (Dollars in millions)
                               
                                
                                                                        
                                            At Dec 31,                  
       Average for Year<F1>                                      Weighted  
      Maximum      Amount     
                                      Average   Outstanding 
     Outstanding Weighted
                                      Interest  During the   During the 
     Interest
       Description          Balance<F2>    Rate       Period      Period<F3>  
       Rate   
     
     1993:
     
     Notes payable to banks  $336.0      7.0%      $336.0      $251.8   
       8.1% 
     
     Commercial paper         798.6      3.6        821.8       782.3   
       3.7
     
     The Caterpillar Money
       Market Account           5.3      3.6          5.3         4.2   
       3.6<F4>
     
     
     1992:
     
     Notes Payable to banks  $195.5      8.6%      $195.5      $ 97.1   
       9.1%
     
     Commercial paper         717.0      4.7        735.4       677.1   
       4.6
     
     The Caterpillar Money
       Market Account           3.6      3.8          3.6         2.7   
       4.2<F4>
     
     
     1991:
     
     Notes payable to banks  $ 32.3      8.1%      $ 34.0      $ 29.6   
      11.2%
     
     Commercial paper         642.0      6.4        691.1       633.0   
       7.0
     
     The Caterpillar Money
       Market Account           1.4      5.6          1.4          .2   
       6.3<F4>
     
     
     <F1>The weighted average interest rates were computed by relating
     interest for      the year to average daily borrowings.
     
     <F2>Commercial paper and notes payable to banks balances represent
     the face
      amount.  Unamortized discounts at December 31, 1993, 1992, and
     1991 were $1.7
      million, $3.0 million, and $3.2 million, respectively.
     
     <F3>Commercial paper balances represent proceeds (face amount less
     discount).
     
     <F4>The rate does not reflect issue costs of the money market account
     which was     started in the third quarter of 1991.  The rate
     reflecting issue costs was      8.2%, 11.8%, and 46.9% for 1993,
     1992, and 1991, respectively.
     

                                                     EXHIBIT 12
                                                               
                                 CATERPILLAR FINANCIAL SERVICES CORPORATION
                                  
     Statement Setting Forth Computation of Ratio of Profit to Fixed
                              Charges
                       (Dollars in millions)
                                                               
                                                               
                                                               Years ended
     December 31,
     
                                                     1993        1992   
         1991
     
     Income before cumulative effect of                                 
              
       change in accounting for income taxes       $ 37.8      $ 34.0   
       $ 28.5
     Add:                                           
       Provision for income taxes                    21.3        17.6   
         14.4
                                                                        
                 
     Deduct:                                               
       Equity in profit of partnerships               1.6         1.7   
          1.8
                                                  
     Profit before taxes                           $ 57.5      $ 49.9   
       $ 41.1
     
     Fixed charges:
       Interest on borrowed funds                  $173.1      $174.4   
       $176.3
       Rentals - at computed interest*                1.2         1.0   
          1.3
     Total fixed charges                           $174.3      $175.4   
       $177.6
     
     Profit before taxes plus fixed charges        $231.8      $225.3   
       $218.7
     
     Ratio of profit before taxes plus fixed
       charges to fixed charges                      1.33        1.28   
         1.23
     
     
     
     *Those portions of rent expense that are representative of
     interest cost.
     
     
     
                                                               
                                                                 

                                  
                                  
                                                               
                                                                 EXHIBIT 23
                                                               
                                           CONSENT OF INDEPENDENT ACCOUNTANTS
                                  
               We hereby consent to the incorporation by reference in the
     Prospectus constituting part of the Registration Statement on Form
     S-3 (No.33-49971) of Caterpillar Financial Services Corporation of
     our report dated 
     January 21, 1994 appearing on Page 15 of this Form 10-K.
     
     
     
     
     
     PRICE WATERHOUSE
     
     
     
     Peoria, Illinois
     March 4, 1994
     
     
     


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission