CATERPILLAR FINANCIAL SERVICES CORP
10-Q, 1995-08-09
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                              FORM 10-Q 
     
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
     
     
                                            
     (Mark One)
      
     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended           June 30, 1995       
        
                                   
                                OR
     
     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from                  to           
     
     
     Commission File No.                 0-13295                  
      
     
                                                                  
           
                  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
No.)
     
      
           3322 WEST END AVENUE, NASHVILLE, TENNESSEE 37203-0983
                (Address of principal executive offices)          
          
     
     
          
            Registrant's telephone number, including area code:
                              (615) 386-5800                   
     
                                            
         Indicate by a 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       
     
         The Registrant complies with the conditions set forth in
General
     Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore
filing this
     form with the reduced disclosure format.
     
         At June 30, 1995, one share of common stock of the
Registrant was
     outstanding.
     
     
     
     
              Caterpillar Financial Services Corporation
     
            Form 10-Q for the Quarter Ended June 30, 1995
     
     
     
                                Index
     
     
     
     PART I. FINANCIAL INFORMATION
     
                                                                
Page No.
     
     
     Item 1.  Financial Statements (Unaudited)
     
              Consolidated Statement of Financial Position        
  3
     
              Consolidated Statement of Income                    
  4
     
              Consolidated Statement of Cash Flows                
  5
     
              Notes to Consolidated Financial Statements          
  6
     
     
     Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations               
7-11
     
     
     
     PART II.  OTHER INFORMATION
     
     
     Item 6.  Exhibits and Reports on Form 8-K                    
 12
     
     Signatures                                                   
 13
     
     Exhibit Index                                                
 14  
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                        PART I.  FINANCIAL INFORMATION
      
     Item 1.  Financial Statements
      
              Caterpillar Financial Services Corporation
      
             Consolidated Statement of Financial Position
                             (Unaudited)
                        (Millions of Dollars)
     
                                             June 30,    Dec. 31, 
 June 30,
                                                1995       1994   
   1994 
     Assets:
       Cash and cash equivalents             $   37.2   $   16.3  
$   16.9  
       Finance receivables:                                       
           
         Wholesale notes receivable           1,019.0      516.0  
   394.9
         Retail notes receivable              1,233.7    1,105.9  
 1,069.0   
         Investment in finance receivables    3,337.3    2,831.4  
 2,405.6   
                                              5,590.0    4,453.3  
 3,869.5   
     
         Less:  Unearned income                 503.3      415.5  
   355.6
                Allowance for credit losses      50.1       49.5  
    43.5
                                              5,036.6    3,988.3  
 3,470.4
       Equipment on operating leases, 
         less accumulated depreciation          433.0      425.0  
   383.7
       Other assets                             117.4       81.6  
    78.4  
     
     Total assets                            $5,624.2   $4,511.2  
$3,949.4
     
     Liabilities and stockholder's equity:
       Payable to dealers and others         $   74.0   $   42.9  
$   18.4
       Payable to Caterpillar Inc.                3.1        3.2  
     3.3 
       Accrued interest payable                  42.7       37.8  
    33.8
       Income tax payable                        30.2       21.6  
    35.8
       Other liabilities                          2.4       25.5  
    19.8
       Short-term borrowings                  2,056.2    1,383.1  
 1,168.3
       Current maturities of long-term debt     765.7      807.6  
   714.4
       Long-term debt                         2,061.0    1,675.7  
 1,488.5
       Deferred income taxes                     17.1       10.7  
     3.9
     Total liabilities                        5,052.4    4,008.1  
 3,486.2
                
       Common stock - $1 par value
         Authorized:  2,000 shares
         Issued & outstanding: one share        325.0      295.0  
   275.0
       Profit employed in the business          241.1      207.7  
   190.4
       Foreign currency translation                               
       
         adjustment                               5.7         .4  
    (2.2)
     Total stockholder's equity                 571.8      503.1  
   463.2
     Total liabilities and stockholder's      
       equity                                $5,624.2   $4,511.2  
$3,949.4
     
                                   
     
     
     
     
     
                                   
                                    
                                    
                                    
            (See Notes to Consolidated Financial Statements)
                                                   
     
     
     
     
     
     
              Caterpillar Financial Services Corporation
     
                               Consolidated Statement of Income
                             (Unaudited)
                        (Millions of Dollars)
     
                   
     
     
     
     
     
     
     
     
                                    Three Months Ended  Six
Months Ended
                                    June 30,  June 30, June 30,
June 30,      
                                      1995      1994     1995    
1994  
     Revenues:
       Wholesale finance income     $ 14.7    $  5.7   $ 25.4   $ 
8.1
       Retail finance income          88.8      67.7    171.3   
133.8
       Rental income                  36.1      30.1     71.1    
59.1
       Other income                   13.2       5.4     28.2    
10.0
         Total revenues              152.8     108.9    296.0   
211.0  
     
     Expenses:
       Interest                       73.8      51.7    140.1    
97.7
       Depreciation                   27.7      22.7     54.3    
44.6 
       General, operating, and 
         administrative               14.3      11.1     28.4    
21.6
       Provision for credit losses    10.3       5.7     16.4    
10.8
       Other expense                   0.9       4.7      2.2    
13.6
         Total expenses              127.0      95.9    241.4   
188.3
     
     Income before income taxes and
       minority interest              25.8      13.0     54.6    
22.7
     
     Provision for income taxes       10.2       4.7     21.3     
8.2
     
     Minority interest in losses
       of subsidiary                    -         .2       -      
 .4
     
     Net Income                     $ 15.6    $  8.5   $ 33.3   $
14.9
     
     
     
     
     
     
     
     
     
     
     
     
                (See Notes to Consolidated Financial Statements)<PAGE>
     
     
                                   
     
              Caterpillar Financial Services Corporation
     
                 Consolidated Statement of Cash Flows
                             (Unaudited)
                        (Millions of Dollars)
             
                                                  Six Months
Ended            
                                                 June 30,  June
30,
                                                   1995      1994 
   
     Cash flows from operating activities:
       Net income                                $  33.3   $ 
14.9
       Adjustments for noncash items: 
         Depreciation                               54.3     
44.6
         Provision for credit losses                16.4     
10.8
         Mark-to-market adjustment                 (10.9)    
13.2
         Other                                      (2.0)    
(4.0)
       Change in assets and liabilities:
         Receivables from customers and others     (31.1)   
(27.1)
         Deferred income taxes                       6.7     
(9.4)
         Payable to dealers and others              28.9      
3.3  
         Payable to Caterpillar Inc.                 (.1)     
(.6)      
         Accrued interest payable                    4.6      
(.2)
         Income tax payable                          8.6      
(.3)
         Other, net                                (12.1)      
 .9 
           Net cash provided by operating 
             activities                             96.6     
46.1
     
     Cash flows from investing activities:
       Additions to equipment                      (79.3)   
(78.4)
       Disposal of equipment                        34.2     
45.6
       Additions to finance receivables         (2,570.2)
(1,351.3)
       Collections of finance receivables        1,154.3    
782.4
       Proceeds from sale of receivables, net      386.9    
241.4
       Other, net                                   (2.0)      
 .5 
           Net cash used for investing
             activities                         (1,076.1)  
(359.8)
     
     Cash flows from financing activities:
       Additional paid-in capital                   30.0     
25.0
       Proceeds from long-term debt issues         906.5    
556.6
       Payments on long-term debt                 (568.8)  
(259.2)
       Short-term borrowings, net                  631.9     
(7.7) 
           Net cash provided by financing 
             activities                            999.6    
314.7
     
     Effect of exchange rate changes on cash          .8       
 .3 
     
     Net change in cash and cash equivalents        20.9      
1.3 
     
     Cash and cash equivalents at beginning
       of year                                      16.3     
15.6
     
     Cash and cash equivalents at end of quarter $  37.2   $ 
16.9
     
                                   
     
     
     
     
     
                (See Notes to Consolidated Financial Statements)<PAGE>
     
     
              Notes to Consolidated Financial Statements
                     (Dollar Amounts in Millions)
     
     1.  The accompanying unaudited consolidated financial
statements have
     been prepared by Caterpillar Financial Services Corporation
(the
     "Company") pursuant to the rules and regulations of the
Securities and
     Exchange Commission.  Although the Company believes the
disclosures are
     adequate, it is suggested that these financial statements be
read in
     conjunction with the financial statements and the notes
thereto
     presented in the Company's 1994 Annual Report and the
Company's Annual
     Report on Form 10-K.  Unless the context otherwise requires,
the term
     "Company" includes subsidiary companies.
     
         The information furnished reflects, in the opinion of
management,
     all adjustments, which include normal and recurring
accruals, necessary
     for a fair presentation of the consolidated statements of
financial
     position, income, and cash flows for the periods presented. 
The results
     for interim periods are not necessarily indicative of the
results to be
     expected for the year.
     
     2.  Income on financing leases, installment sale contracts,
and customer
     and dealer loans (retail finance income) is recognized over
the term of
     the contract at a constant rate of return on the scheduled
uncollected
     principal balance.  Income on dealer floor planning and
rental fleet
     financing (wholesale finance income) is recognized based on
the daily
     balance of wholesale receivables outstanding and the
applicable
     effective interest rate.  Income on operating leases (rental
income) is
     reported over the life of the operating lease in the period
earned. 
     Loan origination fees and commitment fees in excess of $500
are
     amortized to finance income using the interest method over
the
     contractual lives of the finance receivables.    
     
     3.  The Company has a tax sharing agreement with Caterpillar
Inc.
     ("Caterpillar") in which Caterpillar collects from or pays
to the
     Company its allocated share of any consolidated U.S. income
tax
     liability or credit applicable to any period for which the
Company is
     included as a member of the consolidated group.  A similar
agreement
     exists between Caterpillar Financial Australia Limited and
Caterpillar
     of Australia Ltd. with respect to taxes payable in
Australia.
     
     4.  During the first six months of 1995, the Company
publicly issued
     $893.7 million of medium-term notes.  The notes are offered
on a
     continuous basis through agents and have maturities ranging
from nine
     months to 15 years.  Interest rates on fixed-rate
medium-term notes are
     established by the Company as of the date of issuance. 
Interest rates
     on floating-rate medium-term notes are primarily indexed to
LIBOR or
     treasury bill rates swapped to LIBOR.  The weighted average
interest
     rate on all outstanding medium-term notes was 6.5% at June
30, 1995. 
     Long-term debt outstanding at June 30, 1995, matures as
follows:
     
                             1995         $  340.2
                             1996          1,029.1
                             1997            693.6
                             1998            424.8
                             1999            155.9
                             2000             81.8
                          Thereafter         101.3
                             Total        $2,826.7     
                               
          As of June 30, 1995, the Company's ratio of debt to
total
     stockholder's equity exceeded the ratio specified in its
revolving
     credit facility agreement.  A waiver and amendment to the
agreement has
     been requested.
     
     
     
     
     
     Item 2. Management's Discussion and Analysis of Financial
Condition and
             Results of Operations
     
     A.  Consolidated Results of Operations
     
         Three Months Ended June 30, 1995 vs. Three Months Ended
June 30, 
         1994
     
         Total revenues for the second quarter of 1995 were
$152.8 million, a
     40% increase over 1994 second quarter revenues of $108.9
million.  The
     increase in revenues was primarily the result of earnings
from the
     larger portfolio which increased to $5,497.8 million at June
30, 1995
     from $3,874.5 million at June 30, 1994.  Gains of $5.1
million on
     interest rate caps written by the Company also contributed
to the
     increase in revenues.  These written interest rate caps were
terminated
     during the second quarter of 1995.
       
         The Company financed new retail business transactions
totaling
     $730.0 million during the second quarter of 1995 compared
with $540.7
     million during the second quarter of 1994.  New retail
financing in the
     second quarter of 1995 was higher than the second quarter of
1994 levels
     primarily due to financing increased dealer deliveries of
Caterpillar
     construction machines in the United States and Europe.  The
Company had
     wholesale financing during the second quarter of 1995 of
$892.8 million
     compared with $272.0 million for the second quarter of 1994. 
The
     increase was primarily due to expansion of the Caterpillar
dealer rental
     fleet financing program in North America.
     
         The annualized interest rate on finance receivables
(computed by
     dividing annualized finance income by the average monthly
finance
     receivable balances) was 9.0% for the second quarter of 1995
compared
     with 8.6% for the second quarter of 1994.  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.  
     
         Other income of $13.2 million for the second quarter of
1995
     included gains on interest rate caps written by the Company,
fees,
     securitization income, gains on sales of equipment returned
from lease,
     and other miscellaneous income.  The increase of $7.8
million during the
     second quarter of 1995, as compared with the same period in
1994, was
     primarily due to recording gains of $5.1 million on interest
rate caps 
     written by the Company and securitization income of $2.2
million. 
     Losses on these written caps were recorded in the second
quarter of 1994
     and are reflected in Other expense.
     
         Second quarter interest expense of $73.8 million was
$22.1 million
     higher than 1994 second quarter interest expense due to
increased
     borrowings to support the larger portfolio and higher
borrowing rates,
     as the average cost of borrowed funds was 6.7% for the
second quarter of
     1995 compared with 6.1% for the second quarter of 1994.      
           
                
         Depreciation expense for the second quarter of 1995 was
$27.7
     million, $5.0 million higher than the same period in 1994. 
This
     increase resulted from additional equipment on operating
leases which,
     computed as a monthly average balance, increased 20.6%.
     
         General, operating, and administrative expenses
increased $3.2
     million during the second quarter of 1995 compared with the
same period
     last year.  This increase resulted primarily from
staff-related and
     other expenses required to service the larger managed
portfolio.  The
     Company's full-time employment increased from 390 at June
30, 1994 to
     434 at June 30, 1995.
     
     
     
         Provision for credit losses during the second quarter of
1995 was
     $10.3 million, compared with $5.7 million during the second
quarter last
     year, reflecting a higher provision taken for the U.S.
company and the
     increased levels of new retail business.  Receivables, net
of
     recoveries, of $14.8 million were written off against the
allowance for
     credit losses during the second quarter of 1995 compared
with $3.2
     million during the second quarter of 1994.  The increased
write-offs
     were primarily attributable to one customer in the fishing
industry. 
     Receivables past due over 30 days were 2.2% of total
receivables at 
     June 30, 1995, compared with 3.2% at June 30, 1994. 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 June 30, 1995, the allowance for credit
losses was
     $50.1 million which was 1.0% of finance receivables, net of
unearned
     income (1.2% excluding wholesale receivables), compared with
$43.5
     million and 1.2% (1.4% excluding wholesale receivables) at
June 30,
     1994, respectively.
     
         Other expense for the second quarter of 1995 was $0.9
million
     compared with $4.7 million for the second quarter of 1994. 
The decrease
     resulted primarily from recording $4.3 million of losses in
the second
     quarter of 1994 on interest rate caps and swaptions written
by the
     Company.  Gains on these written caps were recorded in the
second
     quarter of 1995 and are reflected in Other income.
     
         The effective income tax rate for the second quarter of
1995 was  
     40% compared with 36% for the second quarter of 1994.  The
increase was
     primarily due to a decrease in the percentage of total
income generated
     from tax-exempt municipal leases.  
           
         Net income for the second quarter of 1995 was $15.6
million, $7.1
     million above 1994 second quarter net income of $8.5
million.  The
     increase in net income resulted primarily from recording
gains, net of
     tax, of $3.1 million on interest rate caps written by the
Company,
     compared with a $2.8 million loss, net of tax, for the
second quarter of
     1994.  Net income excluding these mark-to-market gains and
losses was
     $12.5 million, compared with $11.3 million.  This increase
of $1.2
     million resulted primarily from increased earnings from a
larger
     portfolio, partially offset by an increase in the provision
for credit
     losses.
     
         Six Months Ended June 30, 1995 vs. Six Months Ended June
30, 1994
     
         Total revenues for the first half of 1995 were $296.0
million, a 40%
     increase over the revenues for the first half of 1994 of
$211.0 million. 
     The increase in revenues was primarily the result of
earnings from the
     larger portfolio and from recording gains of $10.9 million
on interest
     rate caps written by the Company.
     
         The Company financed new retail business transactions
totaling
     $1,339.5 million during the first half of 1995 compared with
$981.9
     million during the first half of 1994.  New retail financing
in the
     first half of the year was higher than 1994 levels primarily
due to
     financing increased dealer deliveries of Caterpillar
construction
     machines in the United States and Europe.  The Company had
wholesale
     financing during the first half of 1995 of $1,316.1 million
compared
     with $354.3 million for the first half of 1994.  The
increase was
     primarily due to expansion of the Caterpillar dealer rental
fleet
     financing program in North America.  It is the Company's
expectation
     that dealer rental fleet financing will be lower during the
second half
     of the year due to the expected seasonality of the program. 
On    
     March 30, 1995, the Company entered into a $300.0 million
revolving
     asset backed securitization agreement for wholesale
receivables.
     
     
     
         The annualized interest rate on finance receivables
(computed by
     dividing annualized finance income by the average monthly
finance
     receivable balances) was 9.0% for the first half of 1995
compared with
     8.7% for the first half of 1994.  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.
     
         Other income of $28.2 million for the first half of 1995
included
     gains on interest rate caps written by the Company, fees,
gains on sales
     of equipment returned from lease, securitization income,
gain on sale of
     receivables, and other miscellaneous income.  The increase
of $18.2
     million during the first six months of 1995, as compared
with the same
     period in 1994, was primarily due to recording gains on
interest rate
     caps written by the Company and securitization income.
     
         Interest expense for the first half of 1995 was $140.1
million,
     $42.4 million higher than the first six months of 1994 due
to increased
     borrowings to support the larger portfolio and higher
borrowing rates,
     as the average cost of borrowed funds was 6.7% for the first
half of
     1995 compared with 6.1% in 1994.
     
         Depreciation expense increased from $44.6 million for
the first half
     of 1994 to $54.3 million for the first half of 1995 due to
the increase
     in equipment on operating leases which, computed as a
monthly average
     balance, increased 21.0%.
     
         General, operating, and administrative expenses for the
first six
     months of 1995 increased $6.8 million over the same period
last year
     primarily due to staff-related and other expenses required
to service
     the larger managed portfolio.
     
         Provision for credit losses during the first six months
of 1995
     increased from $10.8 million in the first half of 1994 to
$16.4 million
     in the first half of 1995.  This increase reflected
increased levels of
     new retail business and a higher provision taken for the
U.S. Company. 
     Receivables, net of recoveries, of $16.6 million were
written off
     against the allowance for credit losses during the first
half of 1995
     compared with $6.5 million during the first half of 1994. 
The increased
     write-offs were primarily attributable to one customer in
the fishing
     industry.
     
         Other expense for the first half of 1995 was $2.2
million compared
     with $13.6 million for the first half of 1994.  The decrease
resulted
     primarily from recording $13.2 million of losses in the
first half of
     1994 on interest rate caps and swaptions written by the
Company.  Gains
     on these written caps were recorded in the first half of
1995 and are
     reflected in Other income.
      
         The effective income tax rate for the first half of 1995
was 39%
     compared with 36% for the first half of 1994.  The increase
was
     primarily due to a decrease in the percentage of total
income generated
     from tax-exempt municipal leases.  
     
         Net income for the first half of 1995 was $33.3 million
compared
     with $14.9 million in the first half of 1994.  The increase
in net
     income resulted primarily from recording gains, net of tax,
of $6.8
     million on interest rate caps written by the Company,
compared with a
     $8.1 million loss, net of tax, for the first half of 1994,
as well as a
     larger portfolio.  Net income excluding the mark-to-market
gains and
     losses was $26.5 million, compared with $23.0 million.  This
increase of
     $3.5 million resulted primarily from increased earnings from
a larger
     portfolio, partially offset by an increase in the provision
for credit
     losses.
     
     
     
      B.  Capital Resources and Liquidity 
     
         The Company's operations were primarily funded with a
combination of
     medium-term notes, commercial paper, bank borrowings,
proceeds from sale
     of receivables, additional equity capital of $30.0 million
invested by
     Caterpillar, and retained earnings.  The ratio of debt to
equity at 
     June 30, 1995 was 8.5 to 1 compared with 7.7 to 1 at
December 31, 1994.
     
         Total debt outstanding as of June 30, 1995 was $4,882.9
million, an
     increase of $1,016.5 million over that at December 31, 1994,
and was
     primarily comprised of $2,738.2 million of medium-term
notes, $1,373.6
     million of commercial paper, and $656.9 million of notes
payable to
     banks.  The increase in debt and the funds provided by
Caterpillar and
     by operations were used to finance the increase in the
portfolio.
     
         The net amount of sold receivables serviced by the
Company was
     $417.9 million at June 30, 1995 which consisted of $300.0
million of
     wholesale receivables and $117.9 million of retail
receivables.  The
     Company expects to sell an additional $400-$500 million of
retail
     receivables during the third quarter of 1995.
     
         At June 30, 1995, the Company had available a total of
$1,363.2
     million of short-term credit lines which expire at various
dates through
     the first half of 1996, and a $29.1 million long-term credit
line which
     expires May 1997.  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 June 30,
1995, there
     were $646.9 million of these lines utilized for bank
borrowings in
     Australia and Europe.
     
         The Company also participates with Caterpillar in two
syndicated
     revolving credit facilities aggregating $1.8 billion,
consisting of a
     $1.2 billion five-year facility and a $600.0 million 364-day
revolving
     facility.  The Company's allocation is $1,440.0 million,
consisting of a
     $960.0 million five-year revolving credit and a $480.0
million 364-day
     revolving credit.  The Company has the ability to request a
change in
     its allocation to maintain the required amount of support
for the
     Company's outstanding commercial paper and commercial paper
guarantees. 
     These facilities provide for borrowing at interest rates
which vary
     according to LIBOR or money market rates.  At June 30, 1995,
there were
     no borrowings under these facilities.
     
         The Company's revolving credit facilities were amended
at the
     request of the Company.  The changes 1) increased the total
debt to
     total stockholder's equity ratio required to a maximum of
8.35 to 1 from
     May 31, 1995 through October 1, 1995 and 8.0 to 1
thereafter; and 2)
     established a minimum ratio of consolidated profit before
taxes plus
     fixed charges to fixed charges of 1.15 to 1.  Due to record
volumes of
     new business for the quarter and particularly in the month
of June, the
     Company exceeded the debt to equity ratio and has requested
a waiver and
     amendment to the agreement.   
     
         In connection with its match funding objectives, the
Company
     utilizes a variety of interest rate contracts including swap
and forward
     rate agreements.  All of these interest rate agreements are
held or
     issued for purposes other than trading.  The agreements are
entered 
     into with major financial institutions and are utilized for
two
     principal reasons: 1) To modify the Company's debt structure
in order to
     match fund its receivable portfolio which reduces the risk
of
     deteriorating margins between its interest-earning assets
and interest-
     bearing liabilities, and 2) To gain an economic/competitive
advantage
     through lowering the cost of borrowed funds by either
changing the
     characteristics of existing debt instruments or entering
into agreements
     in combination with the issuance of debt.
     
     
     
         As of June 30, 1995, the Company had outstanding
interest rate swap 
     contracts with notional amounts totaling $1,522.8 million
that are
     either designated as hedges of specific debt issuances or of
commercial
     paper.  These swap agreements have terms generally ranging
up to five 
     years, which effectively change $974.8 million of floating
rate debt to
     fixed rate debt, $281.0 million of fixed rate debt to
floating rate
     debt, and $267.0 million of floating rate debt to floating
rate debt
     having different characteristics.  The interest rate swaps
designated to
     commercial paper provide the ability to obtain fixed rate
term debt
     utilizing short-term debt markets.  The Company also had
swaps having
     future effective dates with a total notional amount of $47.5
million,
     which will effectively change $33.0 million of fixed rate
debt to
     floating rate debt and $14.5 million of floating rate debt
to fixed rate
     debt.  The effective dates of the future dated swaps range
from 1995
     through 1998 with terms of these swaps ranging up to two
years.   
     
         The Company's outstanding forward rate agreements
totaled $89.7
     million at the end of the second quarter of 1995.  These
agreements have
     terms generally ranging up to six months.  
     
         The Company has forward exchange contracts to hedge its
U.S. dollar
     denominated obligations in Australia 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 June 30, 1995, the Company had
forward
     exchange contracts totaling $176.3 million, all with
Caterpillar.
     
         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 $85.5 million
from
     Caterpillar, and Caterpillar may borrow up to $85.5 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 June 30, 1995, December 31, 1994, and June 30,
1994, the
     Company had no outstanding borrowings or loans receivable
under these
     agreements.
     
          <PAGE>
                   
     
     
     
                     PART II.  OTHER INFORMATION
     
     
     Item 6.  Exhibits and Reports on Form 8-K
     
          (a)  Exhibits
     
     
               Exhibit No.                          Description
     
     
     
                 
     
                  12                       Statement Setting
Forth
                                           Computation of Ratio
of Profit to  
                                           Fixed Charges
     
                                           (The ratios of profit
before taxes
                                           plus fixed charges to
fixed
                                           charges for the
quarters ending
                                           June 30, 1995, and
June 30, 1994,
                                           were 1.34 and 1.24,
respectively,
                                           and for the six months
ending 
                                           June 30, 1995, and
June 30, 1994,
                                           were 1.38 and 1.23,
respectively.)
     
     
     
     
          (b)  Reports on Form 8-K
     
               A report on Form 8-K dated June 6, 1995, was filed
by the
               Company, in which the Company reported that it had
executed a
               Distribution Agreement relating to the sale of up
to
               $2,000,000,000 of its Medium-Term Notes, Series E,
and filed
               the Distribution Agreement dated June 5, 1995.
     
               A report on Form 8-K dated June 14, 1995, was
filed by the     
               Company, in which the Company reported an
amendment to the     
               Support Agreement with Caterpillar effective June
14, 1995.
     
     
     
     
         
               
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                              Signatures
      
     
     
         Pursuant to the requirements of the Securities Exchange
Act of 1934,
     the Registrant has duly caused this report to be signed on
its behalf by
     the undersigned, thereunto duly authorized.
      
     
     
              Caterpillar Financial Services Corporation
                             (Registrant)
      
      
      
     
     
     
     Date:  August 9, 1995         By:       /s/K.C. Springer     
      
                                       K.C. Springer, Controller
and
                                       Principal Accounting
Officer
     
     
     
     
     
     Date:  August 9, 1995         By:       /s/J.S. Beard        
      
                                       J.S. Beard, President
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                            EXHIBIT INDEX
     
     
     
                                                           
Sequentially
     Exhibit                                                  
Numbered
     Number                       Description                     
     Page   
     
     
       12           Statement Setting Forth Computation of       
15
                     Ratio of Profit to Fixed Charges
     
     
     


     
                                                      EXHIBIT 12       
     
     
     
     
     
     
              CATERPILLAR FINANCIAL SERVICES CORPORATION  
                                    
                                     STATEMENT SETTING FORTH COMPUTATION OF   
                    RATIO OF PROFIT TO FIXED CHARGES
                              (Unaudited)  
                         (Dollars in Millions)  
                                     
     
     
          
                                 Three Months Ended   Six Months Ended
                                 June 30,  June 30,  June 30, June 30,
                                   1995      1994      1995     1994    
           
     Net Income                   $ 15.6    $  8.5    $ 33.3   $ 14.9
     
     Add:
       Provision for income taxes   10.2       4.7      21.3      8.2
        
     Deduct:
       Equity in profit of 
         partnerships                (.5)      (.5)      (.7)     (.9)
     
     Profit before taxes          $ 25.3    $ 12.7    $ 53.9   $ 22.2
          
     Fixed charges:
       Interest on borrowed 
         funds                    $ 73.8    $ 51.7    $140.1   $ 97.7
       Rentals--at computed 
         interest*                    .4        .3        .7       .6
        
     Total fixed charges          $ 74.2    $ 52.0    $140.8   $ 98.3
        
     Profit before taxes plus 
       fixed charges              $ 99.5    $ 64.7    $194.7   $120.5
     
     Ratio of profit before 
       taxes plus fixed charges 
       to fixed charges              1.34      1.24      1.38     1.23
     
      
     
     *Those portions of rent expense that are representative of interest      
      cost.
     

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE
COMPANY'S SECOND QUARTER 1995 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                    6-MOS
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          37,200
<SECURITIES>                                         0
<RECEIVABLES>                                5,086,700
<ALLOWANCES>                                    50,100
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                         641,400
<DEPRECIATION>                                 208,400 
<TOTAL-ASSETS>                               5,624,200
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                      2,826,700<F2>
<COMMON>                                       325,000
                                0
                                          0
<OTHER-SE>                                     246,800
<TOTAL-LIABILITY-AND-EQUITY>                 5,624,200
<SALES>                                              0
<TOTAL-REVENUES>                               296,000
<CGS>                                                0
<TOTAL-COSTS>                                   82,700
<OTHER-EXPENSES>                                 2,200
<LOSS-PROVISION>                                16,400
<INTEREST-EXPENSE>                             140,100
<INCOME-PRETAX>                                 54,600
<INCOME-TAX>                                    21,300
<INCOME-CONTINUING>                             33,300
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    33,300
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>THE COMPANY IS A CAPTIVE FINANCE SUBSIDIARY WHICH DOES NOT
HAVE A CLASSIFIED
BALANCE SHEET.
<F2>INCLUDES CURRENT AND NONCURRENT MATURITIES OF LONG-TERM DEBT.
</FN>
        

</TABLE>


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