<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 333-04963
-------------------------------
CASE CORPORATION RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
CASE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0433811
(State of Incorporation) (I.R.S. Employer Identification Number)
700 STATE STREET
RACINE, WISCONSIN 53404
414-636-6011
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
================================================================================
<PAGE> 2
Item 1. Financial Statements and Exhibits
Listed below are the financial statements and exhibits filed as a part
of this annual report:
(a) Financial Statements-
(i) Report of Independent Public Accountants
(ii) Statements of Net Assets Available for Benefits With Fund
Information as of December 31, 1999 and 1998
(iii) Statement of Changes in Net Assets Available for Benefits
With Fund Information for the Year Ended December 31, 1999
(iv) Notes to Financial Statements
(v) Supplemental Schedules:
Schedule I - Item 27(a): Schedule of Assets Held for
Investment Purposes
Schedule II - Item 27(d): Schedule of Reportable
Transactions
(b) Exhibit-
(i) Exhibit 1 - Consent of Independent Public Accountants
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASE CORPORATION
RETIREMENT SAVINGS PLAN
By /s/ Marc J. Castor
--------------------------------------
Marc J. Castor
Senior Vice President, Human Resources
Date: June 26, 2000
<PAGE> 4
CASE CORPORATION RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE> 5
CASE CORPORATION RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits With Fund Information as of
December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Benefits With Fund
Information for the Year Ended December 31, 1999
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULES
Schedule I - Item 27(a) - Schedule of Assets Held for Investment Purposes
Schedule II - Item 27(d) - Schedule of Reportable Transactions
<PAGE> 6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrator of the Case Corporation Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of THE CASE CORPORATION RETIREMENT SAVINGS PLAN
as of December 31, 1999 and 1998 and the related statement of changes in net
assets available for benefits, with fund information, for the year ended
December 31, 1999. These financial statements and the supplemental schedules, as
listed in the accompanying table of contents, are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits, with fund
information, of the Plan as of December 31, 1999 and 1998 and the changes in its
net assets available for benefits, with fund information, for the year ended
December 31, 1999 in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the Plan's
basic financial statements taken as a whole. The supplemental schedules, as
listed in the accompanying table of contents, are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The fund information in the statements of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements, and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
June 26, 2000.
<PAGE> 7
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------
Northern Trust BZW BZW
Collective Barclays Capital Barclays
Short-Term U.S. Debt Guardian U.S. U.S. Equity
Investment Fund Index Fund Balanced Fund Index Fund
--------------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $197,388,723 $ -- $ -- $ --
Investments, at fair market value -- 8,994,350 51,191,580 96,028,619
Loans to participants -- -- -- --
Employer's contribution receivable 3,857,369 322,212 1,201,500 2,378,296
Investment income receivable 677,835 -- -- --
------------ ------------ ------------ ------------
Total assets 201,923,927 9,316,562 52,393,080 98,406,915
LIABILITIES
Accounts payable 46,279 4,046 865 21,111
------------ ------------ ------------ ------------
Net assets available for plan benefits $201,877,648 $ 9,312,516 $ 52,392,215 $ 98,385,804
============ ============ ============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 8
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1999
(CONTINUED)
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------
Capital
Neuberger & Guardian Merrill Lynch
Berman Putnam OTC U.S. Small Retirement
Manhattan Emerging Capitalization Preservation
Trust Growth Fund Fund Trust Fund
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ -- $ -- $ -- $ --
Investments, at fair market value 39,777,804 155,495,291 33,286,812 41,905,099
Loans to participants -- -- -- --
Employer's contribution receivable 798,450 2,698,760 837,915 307,619
Investment income receivable -- -- -- 219,634
------------ ------------ ------------ ------------
Total assets 40,576,254 158,194,051 34,124,727 42,432,352
LIABILITIES
Accounts payable 628 1,673 610 8,986
------------ ------------ ------------ ------------
Net assets available for plan benefits $ 40,575,626 $158,192,378 $ 34,124,117 $ 42,423,366
============ ============ ============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 9
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1999
(CONTINUED)
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
----------------------------------------------------- -----------
BZW MAS
Barclays Value
Templeton Extended Market Portfolio Case Participant
Foreign Equity Index Adviser Stock Loans &
Fund Fund Fund Fund Other
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ -- $ -- $ -- $ 1,097 $ 4,654,527
Investments, at fair market value 19,857,138 7,635,773 3,566,623 -- --
Loans to participants -- -- -- -- 8,274,782
Employer's contribution receivable 613,761 249,638 156,758 -- --
Investment income receivable -- -- -- 6 26,604
----------- ----------- ----------- ----------- -----------
Total assets 20,470,899 7,885,411 3,723,381 1,103 12,955,913
LIABILITIES
Accounts payable 470 1,782 300 -- 1,207,215
----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits $20,470,429 $ 7,883,629 $ 3,723,081 $ 1,103 $11,748,698
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 10
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1999
(CONTINUED)
Total
------------
ASSETS
Cash and cash equivalents $202,044,347
Investments, at fair market value 457,739,089
Loans to participants 8,274,782
Employer's contribution receivable 13,422,278
Investment income receivable 924,079
------------
Total Assets 682,404,575
LIABILITIES
Accounts payable 1,293,965
------------
Net assets available for plan benefits $681,110,610
============
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 11
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------
Northern Trust BZW BZW
Collective Barclays Capital Barclays
Short-Term U.S. Debt Guardian U.S. U.S. Equity
Investment Fund Index Fund Balanced Fund Index Fund
--------------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $120,518,715 $ 3 $ 13 $ 22
Investments, at fair market value -- 11,502,182 43,195,001 74,654,578
Loans to participants -- -- -- --
Employer's contribution receivable 8,276,044 -- -- --
Investment income receivable 255,842 -- -- --
------------- ------------ ------------ ------------
Total assets 129,050,601 11,502,185 43,195,014 74,654,600
LIABILITIES
Accounts payable 27,163 2,690 9,580 16,285
------------ ------------ ------------ ------------
Net assets available for plan benefits $129,023,438 $ 11,499,495 $ 43,185,434 $ 74,638,315
============ ============ ============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 12
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
(CONTINUED)
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------
Capital
Neuberger & Guardian Merrill Lynch
Berman Putnam OTC U.S. Small Retirement
Manhattan Emerging Capitalization Preservation
Trust Growth Fund Fund Trust Fund
----------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 10 $ 24 $ 10 $ 652
Investments, at fair market value 24,205,266 61,457,761 23,232,701 21,673,288
Loans to participants -- -- -- --
Employer's contribution receivable -- -- -- --
Investment income receivable -- -- -- 115,241
----------- ----------- ----------- -----------
Total assets 24,205,276 61,457,785 23,232,711 21,789,181
LIABILITIES
Accounts payable 621 1,164 5,130 615
----------- ----------- ----------- -----------
Net assets available for plan benefits $24,204,655 $61,456,621 $23,227,581 $21,788,566
=========== =========== =========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 13
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
(CONTINUED)
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
--------------------------------------------------- ------------
BZW MAS
Barclays Value
Templeton Extended Market Portfolio Case Participant
Foreign Equity Index Adviser Stock Loans &
Fund Fund Fund Fund Other
--------- --------------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 5 $ 17 $ 75 $ 346,711 $ 2,150,648
Investments, at fair market value 9,125,674 1,467,665 1,426,069 40,125,119 82,386
Loans to participants -- -- -- -- 7,796,111
Employer's contribution receivable -- -- -- 617,691 --
Investment income receivable -- -- -- 92,512 10,399
----------- ----------- ----------- ----------- -----------
Total assets 9,125,679 1,467,682 1,426,144 41,182,033 10,039,544
LIABILITIES
Accounts payable 2,365 536 275 11,370 1,031,108
----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits $ 9,123,314 $ 1,467,146 $ 1,425,869 $41,170,663 $ 9,008,436
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 14
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
(CONTINUED)
Total
------------
ASSETS
Cash and cash equivalents $123,016,905
Investments, at fair market value 312,147,690
Loans to participants 7,796,111
Employer's contribution receivable 8,893,735
Investment income receivable 473,994
------------
Total assets 452,328,435
LIABILITIES
Accounts payable 1,108,902
------------
Net assets available for plan benefits $451,219,533
============
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 15
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------
Northern Trust BZW BZW
Collective Barclays Capital Barclays
Short-Term U.S. Debt Guardian U.S. U.S. Equity
Investment Fund Index Fund Balanced Fund Index Fund
--------------- ---------- ------------- ------------
<S> <C> <C> <C> <C>
Additions to Net Assets Attributed To:
Net appreciation (depreciation) in the
fair value of investments $ 3,389,467 $ (122,397) $ 7,037,321 $ 15,668,240
Investment income
Interest income 3,516,770 13 2 --
Dividend income -- -- -- --
------------ ------------ ------------ ------------
3,516,770 13 2 --
------------ ------------ ------------ ------------
Contributions
Employer's contributions 4,784,670 411,639 1,568,194 3,108,590
Participants' contributions 3,812,547 373,365 2,949,231 6,953,420
------------ ------------ ------------ ------------
8,597,217 785,004 4,517,425 10,062,010
------------ ------------ ------------ ------------
Total additions 15,503,454 662,620 11,554,748 25,730,250
------------ ------------ ------------ ------------
Deductions From Net Assets
Attributed To:
Benefits paid to participants 14,762,073 832,658 2,575,141 4,693,372
Administrative expenses 422,130 30,267 84,196 208,947
------------ ------------ ------------ ------------
Total deductions 15,184,203 862,925 2,659,337 4,902,319
------------ ------------ ------------ ------------
Net increase (decrease) 319,251 (200,305) 8,895,411 20,827,931
Transfers Between Funds 72,534,959 (1,986,674) 311,370 2,919,558
Transfers From Other Plans -- -- -- --
Net Assets Available for Plan Benefits
Beginning of year 129,023,438 11,499,495 43,185,434 74,638,315
------------ ------------ ------------ ------------
End of year $201,877,648 $ 9,312,516 $ 52,392,215 $ 98,385,804
============ ============ ============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 16
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1999
(CONTINUED)
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------
Capital
Neuberger & Guardian Merrill Lynch
Berman Putnam OTC U.S. Small Retirement
Manhattan Emerging Capitalization Preservation
Trust Growth Fund Fund Trust Fund
----------- ----------- -------------- ------------
<S> <C> <C> <C> <C>
Additions to Net Assets Attributed To:
Net appreciation (depreciation) in the
fair value of investments $ 8,353,281 $ 75,582,499 $ 9,322,899 $ --
Investment income
Interest income -- -- -- 1,675,824
Dividend income 2,623,783 -- -- --
------------ ------------ ------------ ------------
2,623,783 -- -- 1,675,824
------------ ------------ ------------ ------------
Contributions
Employer's contributions 1,014,284 3,460,798 1,100,055 372,209
Participants' contributions 1,202,266 5,022,117 1,409,232 2,831,780
------------ ------------ ------------ ------------
2,216,550 8,482,915 2,509,287 3,203.989
------------ ------------ ------------ ------------
Total additions 13,193,614 84,065,414 11,832,186 4,879,813
------------ ------------ ------------ ------------
Deductions From Net Assets
Attributed To:
Benefits paid to participants 1,227,467 3,626,544 1,058,669 2,483,967
Administrative expenses 6,791 14,208 43,417 68,463
------------ ------------ ------------ ------------
Total deductions 1,234,258 3,640,752 1,102,086 2,552,430
------------ ------------ ------------ ------------
Net increase (decrease) 11,959,356 80,424,662 10,730,100 2,327,383
Transfers Between Funds 4,411,615 16,311,095 166,436 18,307,417
Transfers From Other Plans -- -- -- --
Net Assets Available For Plan Benefits
Beginning of year 24,204,655 61,456,621 23,227,581 21,788,566
------------ ------------ ------------ ------------
End of year $ 40,575,626 $158,192,378 $ 34,124,117 $ 42,423,366
============ ============ ============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 17
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1999
(CONTINUED)
<TABLE>
<CAPTION>
Non-
Participant
Participant Directed Directed
-------------------------------------------------------------- -------------
BZW
Barclays MAS
Extended Value
Templeton Market Portfolio Case Participant
Foreign Equity Index Adviser Stock Loans &
Fund Fund Fund Fund Other
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed To:
Net appreciation (depreciation) in the
fair value of investments $ 3,741,661 $ 1,244,845 $ (583,308) $ 74,104,551 $ 256,586
Investment income
Interest income -- 3 9 28,672 953,451
Dividend income 397,978 -- 468,969 356,691 --
------------- ------------- ------------- ------------- -------------
397,978 3 468,978 385,363 953,451
------------- ------------- ------------- ------------- -------------
Contributions
Employer's contributions 786,080 310,211 200,455 4,479,423 --
Participants' contributions 1,602,981 479,616 1,289,524 524,377 2,850,222
------------- ------------- ------------- ------------- -------------
2,389,061 789,827 1,489,979 5,003,800 2,850,222
------------- ------------- ------------- ------------- -------------
Total additions 6,528,700 2,034,675 1,375,649 79,493,714 4,060,259
------------- ------------- ------------- ------------- -------------
Deductions from Net Assets Attributed To:
Benefits paid to participants 512,934 251,123 154,168 1,792,435 1,095,315
Administrative expenses 22,214 9,370 3,724 139,500 --
------------- ------------- ------------- ------------- -------------
Total deductions 535,148 260,493 157,892 1,931,935 1,095,315
------------- ------------- ------------- ------------- -------------
Net increase (decrease) 5,993,552 1,774,182 1,217,757 77,561,779 2,964,944
Transfers Between Funds 5,353,563 4,642,301 1,079,455 (118,731,339) (5,319,756)
Transfers From Other Plans -- -- -- -- 5,095,074
Net Assets Available for Plan Benefits
Beginning of year 9,123,314 1,467,146 1,425,869 41,170,663 9,008,436
------------- ------------- ------------- ------------- -------------
End of year $ 20,470,429 $ 7,883,629 $ 3,723,081 $ 1,103 $ 11,748,698
============= ============= ============= ============= =============
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 18
CASE CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1999
(CONTINUED)
Total
------------
Additions to Net Assets Attributed To:
Net appreciation (depreciation) in the
fair value of investments $197,995,645
Investment income
Interest income 6,174,744
Dividend income 3,847,421
------------
10,022,165
------------
Contributions
Employer's contributions 21,596,608
Participants' contributions 31,300,678
------------
52,897,286
------------
Total additions 260,915,096
------------
Deductions From Net Assets Attributed To:
Benefits paid to participants 35,065,866
Administrative expenses 1,053,227
------------
Total deductions 36,119,093
------------
Net increase (decrease) 224,796,003
Transfers Between Funds --
Transfers From Other Plans 5,095,074
Net Assets Available For Plan Benefits
Beginning of year 451,219,533
------------
End of year $681,110,610
============
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 19
\
CASE CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the Case Corporation Retirement Savings Plan
(the "Plan") provides only general information. Participants should refer
to the Plan Agreement for a more complete description of the Plan's
provisions.
a. General
The Plan is a defined contribution plan covering all employees of
Case Corporation (the "Company") who are neither leased employees
nor represented by a collective bargaining unit (unless the
collective bargaining agreement stipulates participation).
Participants are eligible to make contributions to the Plan upon
date of hire, however, Company contributions do not begin until
after participants have completed one year of qualified service.
The Plan was established on July 1, 1994, and complies with
Sections 401(a), 401(k) and 401(m) of the Internal Revenue Code.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
b. Contributions
The following is a brief description of the contributions
applicable to various segments of participants:
<TABLE>
<CAPTION>
Participant Company
----------- -------
<S> <C> <C>
Salaried (excluding sales Ranges from 0% to 100% match on the first 8%
representatives at a maximum of 10% of participant contributions
Company-owned stores, of eligible compensation
Concord, Midwest
Consulting Services, DMI and Tyler)
Salaried (excluding 4% of participant's
Concord, Midwest eligible compensation
Consulting Services, DMI and Tyler)
Salaried (excluding Discretionary profit
Concord, Midwest sharing ranging from
Consulting Services, DMI and Tyler) 0 to 8% of eligible compensation
Midwest Consulting Ranges from 0% to None
Services and Concord Plant a maximum of 15%
of eligible compensation
Midwest Consulting 3% of participant's
Services and Concord Plant eligible compensation
Wichita Plant Ranges from 0% to 100% match of participant
a maximum of 18% contributions to a maximum
of eligible compensation of 7% of eligible compensation
Steiger Plant Ranges from 0% to None
a maximum of 25% of
eligible compensation
United Auto Ranges from 0% to a Negotiated cents per
Workers maximum of 25% of hour factor times
(UAW)* eligible compensation annual hours worked
United Auto Ranges from 0% to a 25% on the first 6%
Workers maximum of 23% of of participant contributions/
(UAW)** eligible compensation Negotiated cents per hour times
annual hours worked
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
Participant Company
----------- -------
<S> <C> <C>
Tyler Ranges from 0% to 50% on the first 4%
to a maximum of 20% of of participant contributions
eligible compensation
2% of participant's
eligible compensation
DMI Ranges from 0% to 50% on the first 6%
a maximum of 15% of of participant contributions
eligible compensation
3% of participant's
eligible compensation
Discretionary profit sharing
ranging from 0 to 6% of
eligible compensation
</TABLE>
*Hired before 5/18/98
**Hired on or after 5/18/98
The Company's matching contribution was made in the form of Case
Corporation Common Stock through September 30, 1999. Effective
October 1, 1999, the Company's matching contribution was made in
the form of cash and was allocated to the same investment options
as the participant directed contributions. Under the Plan, the
Company's fixed contributions are made to the Northern Trust
Collective Short-Term Investment Fund and may be redirected by the
participant to any of the other investment fund options other than
the Case Stock Fund. The Company's discretionary profit sharing
contribution is allocated to the same investment options as the
participant directed contributions. For 1999, the Company profit
sharing contribution was $4,534,405 or 2% of participant's base
salary. There was no Company profit sharing contribution for 1998.
The applicable cents per hour factor relevant to United Automobile,
Aerospace and Agricultural Implement Workers of America (the "UAW")
participants was $.38 for the years ending December 31, 1999 and
1998. Tax deferred savings contributions are limited to $10,000 for
the years ended December 31, 1999 and 1998, subject to any
adjustment made in accordance with Section 402 of the Internal
Revenue Code.
c. Vesting
Participants are immediately vested in their contributions plus
actual earnings thereon. Participants employed by the Company as of
June 30, 1994, are 100% vested in the Company's matching, fixed and
discretionary contributions and the related earnings thereon.
Salaried and Wichita plant participants hired subsequent to that
date and Midwest Consulting Services, Concord plant, Fargo plant,
Tyler plant, Bor-Mor plant, and DMI plant participants are fully
vested in the Company's contributions after five or more years of
service, except as follows:
- Fargo ITS (Valley City) participants employed by the Company
on 6/30/96 are 100% vested in the Company's contributions
they are eligible for and the related earnings thereon
- Concord and Midwest Consulting Services participants
employed by the Company on 12/31/96 are 100% vested in the
Company's contributions they are eligible for and the
related earnings thereon
- Tyler and Bor-Mor participants employed by the Company on
9/30/98 are 100% vested in the Company's contributions they
are eligible for and the related earnings thereon
- DMI participants employed by the Company on 11/2/98 are 100%
vested in the Company's contributions they are eligible for
and the related earnings thereon
A UAW participant's interest in his account is fully vested and
non-forfeitable at all times. UAW participants hired after May 18,
1998 become vested in the Company's matching contribution after
five or more years of service.
<PAGE> 21
d. Investment Options
Participants may direct their tax deferred savings contributions
and Company discretionary contributions in any one or more of the
following twelve investment options, except as described below.
Participants may direct the Company fixed contribution in any one
or more of the investment options below except the Case Stock Fund:
1. NORTHERN TRUST COLLECTIVE SHORT-TERM INVESTMENT FUND
This fund invests in a portfolio of high-grade money market
instruments with short maturities, as well as a guaranteed
investment contract with an insurance company.
2. BZW BARCLAYS U.S. DEBT INDEX FUND
This fund is composed primarily of U.S. government and
corporate bonds, and also includes asset-backed securities
and high quality mortgage pass-throughs.
3. CAPITAL GUARDIAN U.S. BALANCED FUND
This fund invests in U.S. stocks and bonds.
4. BZW BARCLAYS U.S. EQUITY INDEX FUND
This fund invests in a broad range of U.S. common stocks.
5. NEUBERGER & BERMAN MANHATTAN TRUST
This fund is composed primarily of common stocks and
securities convertible into or exchangeable for common stock.
Preferred stocks and debt securities may also be held.
6. PUTNAM OTC EMERGING GROWTH FUND
This fund invests in common stocks of small- to medium-sized
emerging-growth companies traded in the over-the-counter
("OTC") market. The fund may invest up to 20% of its assets
in international securities.
7. CAPITAL GUARDIAN U.S. SMALL CAPITALIZATION FUND
This fund is invested primarily in equity securities of
companies with capital between $50 million and $750 million
at time of purchase.
8. MERRILL LYNCH RETIREMENT PRESERVATION TRUST FUND
This fund invests primarily in a broadly diversified
portfolio of Guaranteed Investment Contracts and in
obligations of U.S. government and government securities. The
Trust also invests in high-quality money market securities.
9. TEMPLETON FOREIGN FUND
This fund is invested primarily in stocks and debt
obligations of companies and governments outside the United
States.
<PAGE> 22
10. BZW BARCLAYS EXTENDED MARKET EQUITY INDEX FUND
This fund is invested in more than 2,000 stocks of small- and
medium-sized U.S. companies. Its long-term objective is to
earn high returns that reflect the growth potential of these
companies.
11. MAS VALUE PORTFOLIO ADVISER FUND
This fund is invested in common stocks of companies with
market capitalizations greater than $300 million. It seeks
undervalued, dividend-paying stocks, based on value measures
such as P/E and P/B ratios, though the fund may invest in
non-dividend paying stocks if conditions warrant. It is
authorized to engage in options and futures strategies. This
fund is designed for institutional investors.
12. CASE STOCK FUND
As of October 1, 1999, participants were no longer allowed to
direct their deferred savings contributions or eligible
balances into the Case Stock Fund. As of the close of market
on November 9, 1999, participants were no longer allowed to
transfer funds out of the Case Stock Fund into other
investment options in the Plan. Effective November 12, 1999,
the Case Stock Fund was eliminated as a Plan investment
option. On November 17, 1999, the assets in the Case Stock
Fund were transferred into the Northern Trust Collective
Short-Term Investment Fund. Participants are able to
re-allocate these assets into any other investment option in
the Plan.
An additional investment option existed during 1998, the
Metropolitan Life Insurance Group Annuity Contracts Fund. The
Metropolitan Life Insurance Group Annuity Contracts Fund, consisted
of a guaranteed investment contract that was redeemed in July 1998,
was available only to employees represented by a collective
bargaining unit. The proceeds from the redemption of the
Metropolitan Life Insurance Group Annuity Contracts Fund were
invested in the Merrill Lynch Preservation Trust Fund which is
currently available to all employees.
e. Loans to Participants
Participants may borrow from their accounts a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50 percent of their
vested account balance. Loan terms range from one to five years, or
up to 15 years for the purchase of a primary residence. The loans
are secured by the balance of the participant's account and bear
interest at market rates as determined by the Plan administrator.
The interest rates on loans outstanding at December 31, 1999 and
1998 ranged from 8.5% to 11% and 7% to 11%, respectively.
f. Payment of Benefits
On termination of service, a participant may receive the value of
the vested interest in his or her account under a variety of
payment options. Prior to November 17, 1999 participants were able
to elect to have the portion of their accounts invested in the Case
Stock Fund distributed in either stock or cash.
g. Forfeitures
Forfeited nonvested accounts will be used to reduce future Company
contributions. During 1999 and 1998, the forfeited nonvested
accounts used for this purpose totaled $8,098 and $0, respectively.
At December 31, 1999 and 1998, forfeited nonvested accounts totaled
$3,075,104 and $989,225 respectively.
<PAGE> 23
2. TRANSFER OF ASSETS
Effective October 1, 1998, bor-mor, Inc. Employee Savings Plan ("bor-mor
Plan") participants began participating in the Plan. The bor-mor Plan was
then terminated and the remaining assets were transferred to the Plan.
Asset transfers totaling $42,127 were made in December 1998, with an
additional $200,244 being transferred in 1999.
Effective October 1, 1998, Tyler 401(k) Retirement Savings Plan ("Tyler
Plan") participants began participating in the Plan. The Tyler Plan was
then terminated and the remaining assets were transferred to the Plan.
Asset transfers totaling $2,505,907 were made in November 1998.
Effective November 1, 1998, DMI, Inc. 401(k) Profit Sharing Plan ("DMI
Plan") participants began participating in the Plan. The DMI Plan was
then terminated and the remaining assets were transferred to the Plan.
Asset transfers totaling $4,894,830 were made in March 1999.
Effective August 3, 1998, rollover contributions into the Plan are
permitted. Participant after-tax contributions into the Plan are not
permitted.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial Statements
The Plan's financial statements have been prepared on the accrual basis
of accounting.
Certain reclassifications have been made to conform prior years'
financial statements to the 1999 presentation.
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan's administrator to make
estimates and assumptions that affect the accompanying financial
statements. Actual results could differ from these estimates.
4. TRUSTEE
The trustee of the Plan is The Northern Trust Company (the "Trustee").
Hewitt Associates maintains records of individual account balances for
each participant.
5. INVESTMENTS
Investments are stated at fair value as determined by the Trustee by
reference to published market data, except for the guaranteed investment
contracts that are benefit responsive as defined by SOP 94-4, "Reporting
of Investment Contracts Held by Health and Welfare Benefit Plans and
Defined Contribution Pension Plans" and are stated at contract value as
determined by the Trustee.
The Merrill Lynch Retirement Preservation Trust Fund consists primarily
of guaranteed investment contracts (GIC), separate account portfolios
(SAP), synthetic guaranteed investment contracts (SYN). The crediting
interest rates for investment contracts ranged from 5.28% to 8.71% and
4.66% to 9.50% as of December 31, 1999 and 1998, respectively. The fund's
blended rate of return for the year was 6.55% in 1999.
The crediting rates for certain GIC, SAP, and SYN contracts are reset
periodically and are based on the market value of the underlying
portfolio of assets backing these contracts. Inputs used to determine the
crediting rate include each contract's portfolio market value, current
yield-to-maturity, duration (i.e., weighted average life), and market
value relative to contract value.
<PAGE> 24
The contract values of investment contracts held by the Merrill Lynch
Retirement Preservation Trust as of December 31, 1999 and 1998 are as
follows:
<TABLE>
<CAPTION>
DOLLARS IN THOUSANDS
INVESTMENT CONTRACTS 1999 1998
--------------------------------------------------- --------- ---------
<S> <C> <C>
Guaranteed investment contracts 1,116,425 930,800
Separate account and guaranteed investment contracts 343,422 246,872
Synthetic guaranteed investment contracts 3,725,185 3,060,589
</TABLE>
GIC and SAP contracts are stated at amortized cost (contract value) which
approximates fair market value. The fair market value of SYN contracts at
December 31, 1999 and 1998 were approximately $3.6 billion and $3.1
billion, respectively. The Plan held approximately 0.8% and 0.5% of the
outstanding units of the Merrill Lynch Retirement Preservation Trust at
December 31, 1999 and 1998, respectively.
The Northern Trust Collective Short-term Investment Fund held GICs for
investment purposes as of December 31, 1999 and 1998. The crediting
interest rates for these investment contracts ranged from 5.38% to 6.35%
and 5.27% to 6.03% as of December 31, 1999 and 1998, respectively. The
fund's blended rate of return for the year was 5.28% for 1999.
The crediting rates for certain GICs are reset periodically and are based
on the market value of the underlying portfolio of assets backing these
contracts. Inputs used to determine the crediting rate include each
contract's portfolio market value, current yield-to-maturity, duration
(i.e., weighted average life), and market value relative to contract
value.
The contract value of GICs, which approximates fair value, in the
Northern Trust Collective Short-term Investment Fund as of December 31,
1999 and 1998 are $2,125,300,000 and $2,065,300,000, respectively. The
Plan held approximately 0.01% of the outstanding units of the Northern
Collective Trust Short-term Investment Fund at December 31, 1999 and
1998.
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
The Plan's investments are valued daily, and units which reflect the
daily valuations are assigned to participants. At the Plan's inception,
all investment options were assigned a unit value of $10.00, with the
exception of the Northern Trust Collective Short-Term Investment Fund and
the Merrill Lynch Retirement Preservation Trust Fund which were assigned
a unit value of $1.00. The number of units outstanding and the net asset
value per unit as of December 31, 1999, is as follows:
<TABLE>
<CAPTION>
NET ASSET
NUMBER $ VALUE PER
FUND OF UNITS UNIT MARKET VALUE
------------------------------------------- ------------------ ---------------- -------------------
<S> <C> <C> <C>
Capital Guardian U.S. Balanced Fund 2,117,104.22 24.18 $ 51,191,580.04
Capital Guardian U.S. Small Capitalization
Fund 1,230,111.33 27.06 33,286,812.59
Merrill Lynch Retirement Preservation Trust
Fund 41,905,098.82 1.00 41,905,098.82
Neuberger & Berman Manhattan Trust 1,928,153.41 20.63 39,777,804.85
Northern Trust Collective Short-Term
Investment Fund 39,876,079.75 1.64 65,432,659.26
Northern Trust Collective Short-Term
Investment Fund - Money Market Demand
Account 136,611,687.85 1.00 136,611,687.85
Putnam OTC Emerging Growth Fund 4,201,439.92 37.01 155,495,291.44
BZW Barclays Daily U.S. Debt Index Fund 644,294.41 13.96 8,994,349.96
BZW Barclays Daily U.S. Equity Index Fund 2,361,746.67 40.66 96,028,619.60
BZW Barclays Extended Market Equity Index
Fund 281,970.92 27.08 7,635,772.51
MAS Value Portfolio Adviser Fund 294,518.80 12.11 3,566,622.67
Templeton Foreign Fund 1,769,798.36 11.22 19,857,137.60
------------------
Total $ 659,783,436.19
==================
</TABLE>
<PAGE> 25
The number of units outstanding and the net asset value per unit as of December
31, 1998, was as follows:
<TABLE>
<CAPTION>
NET ASSET
NUMBER $ VALUE PER
FUND OF UNITS UNIT MARKET VALUE
------------------------------------------- ------------------ ---------------- ------------------
<S> <C> <C> <C>
Capital Guardian U.S. Balanced Fund 2,078,681.49 20.78 $ 43,195,001.36
Capital Guardian U.S. Small Capitalization
Fund 1,243,055.17 18.69 23,232,701.12
Case Corporation Common Stock 1,843,324.00 21.8125 40,207,504.75
Merrill Lynch Retirement Preservation Trust
Fund 21,673,288.17 1.00 21,673,288.17
Neuberger & Berman Manhattan Trust 1,616,918.22 14.97 24,205,265.75
Northern Trust Collective Short-Term
Investment Fund 39,876,079.75 1.5559 62,043,192.48
Northern Trust Collective Short-Term
Investment Fund - Money Market Demand
Account 60,973,712.48 1.00 60,973,712.48
Putnam OTC Emerging Growth Fund 3,562,768.74 17.25 61,457,760.76
BZW Barclays Daily U.S. Debt Index Fund 815,757.61 14.10 11,502,182.30
BZW Barclays Daily U.S. Equity Index Fund 2,221,862.44 33.60 74,654,577.98
BZW Barclays Extended Market Equity Index
Fund 71,838.72 20.43 1,467,665.05
MAS Value Portfolio Adviser Fund 98,826.69 14.43 1,426,069.14
Templeton Foreign Fund 1,087,684.62 8.39 9,125,673.96
---------------
Total $435,164,594.70
===============
</TABLE>
Net realized/unrealized gains(losses) on the Plan's investments during 1999 are
included in "Net appreciation (depreciation) in the fair value of investments."
The market value of the assets held in the Trust as of December 31, as certified
by the Trustee are:
ASSET TYPE 1999 1998
--------------------------------------- ------------ ------------
Short-Term Investments $202,044,347 $123,016,905
Mortgages, Notes, and Contracts 50,899,448 33,175,470
Common Stock 406,839,641 278,972,220
------------ ------------
Total Assets $659,783,436 $435,164,595
============ ============
Income/(loss) for the year ended December 31, is allocated to the investment
types as follows:
ASSET TYPE 1999
------------------------------- ------------
Short-Term Investments $ 7,888,374
Mortgages, Notes, and Contracts 1,553,440
Common Stock 198,575,996
------------
Total income/(loss) $208,017,810
============
6. INCOME TAX STATUS
The plan has obtained a determination letter from the Internal Revenue
Service dated February 13, 1998, approving the Plan as qualified for
tax-exempt status. It is management's opinion that no event has occurred
that would disqualify the Plan's tax-exempt status.
<PAGE> 26
7. RELATED PARTY TRANSACTIONS
Administrative fees are borne by the Plan.
The Plan periodically invests in common funds managed by the Trustee.
The above transactions are not considered prohibited transactions by
statutory exemptions under the ERISA regulations.
8. MERGER
On November 12, 1999, New Holland N.V. acquired all of the outstanding
common shares of Case Corporation for $4.6 billion in cash, pursuant to
an agreement and plan of merger dated as of May 15, 1999, by and among
Case Corporation, New Holland N.V., Fiat Acquisition Corporation and Fiat
S.p.A. As a result of the merger, Case Corporation, as the surviving
company, became a wholly owned subsidiary of New Holland N.V. Effective
with the closing of the merger, New Holland N.V. changed its name to CNH
Global N.V.
9. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100% vested in their accounts.
<PAGE> 27
SCHEDULE I
CASE CORPORATION RETIREMENT SAVINGS PLAN
DECEMBER 31, 1999
Item 27(a) - Schedule of Assets Held for Investment Purposes
<TABLE>
<CAPTION>
Identity of Issuer Description Cost Current Value
---------------------------------- --------------------------------------- ------------------- --------------------
<S> <C> <C> <C>
Case Corporation Retirement Case Corporation Participant Loans
Savings Plan* (Interest rates ranging from 8.5%
to 11%) $ 8,274,781.69 $ 8,274,781.69
Capital Guardian Investments Capital Guardian U.S. Balanced
Fund $ 32,750,904.05 $ 51,191,580.04
Capital Guardian Investments Capital Guardian U.S. Small
Capitalization Fund $ 21,552,176.59 $ 33,286,812.59
Merrill Lynch Merrill Lynch Retirement
Preservation Trust Fund $ 41,905,098.82 $ 41,905,098.82
Neuberger & Berman Management, Neuberger & Berman Manhattan
Inc. Trust $ 29,599,479.73 $ 39,777,804.85
Northern Trust Corporation* Northern Trust Collective Short-
Term Investment Fund $136,611,687.85 $136,611,687.85
Northern Trust Corporation* Northern Trust Collective Short-
Term Investment Fund $ 52,947,490.64 $ 65,432,659.26
Putnam Investments Putnam OTC Emerging Growth
Fund $ 81,963,460.44 $155,495,291.44
Barclays Global Investors BZW Barclays Daily U.S. Debt
Index Fund $ 8,312,264.10 $ 8,994,349.96
Barclays Global Investors BZW Barclays Daily U.S. Equity
Index Fund $ 60,118,975.90 $ 96,028,619.60
Barclays Global Investors BZW Barclays Extended Market
Equity Index Fund $ 6,380,088.55 $ 7,635,772.51
Miller Anderson MAS Value Portfolio Adviser Fund $ 4,295,107.86 $ 3,566,622.67
Franklin Templeton Templeton Foreign Fund $ 18,032,102.74 $ 19,857,137.60
--------------- ---------------
$502,743,618.96 $668,058,218.88
=============== ===============
</TABLE>
* Represents a party in interest.
<PAGE> 28
SCHEDULE II
CASE CORPORATION RETIREMENT SAVINGS PLAN
DECEMBER 31, 1999
Item 27(d) - Schedule of Reportable Transactions
<TABLE>
<CAPTION>
Identity Purchase Sale Current Net Gain/
Of Issuer Description Price Price Cost Value (Loss)
-------------------- -------------------- ------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Single Transactions
Case Corporation Case Corporation
Common Stock N/A $55.00 $117,501,231 $162,298,070 $44,796,839
Series of
Transactions
Case Corporation Case Corporation
Common Stock
90 purchases $45.30 N/A $ 49,344,485 $ 49,344,485
41 sales N/A $53.38 $129,607,706 $174,991,462 $45,383,756
</TABLE>
