CATERPILLAR INC
10-K/A, EX-99.11-K, 2000-06-14
CONSTRUCTION MACHINERY & EQUIP
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

  

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 15(d)
 

OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
 

For the Fiscal Year Ended November 30, 1998

OR

[     ]

TRANSITION REPORT PURSUANT TO SECTION 15(d)
 

OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
 

For the transition period from _____ to _____

Commission File Number 1-768

 

EMPLOYEES' INVESTMENT PLAN
(Full title of the Plan)

 

CATERPILLAR INC.
(Name of issuer of the securities held
pursuant to the Plan)

 

100 NE ADAMS STREET, PEORIA, ILLINOIS 61629
(Address of principal executive offices)

REQUIRED INFORMATION

Item 1.

The audited statement of net assets available for plan benefits as of the end of the latest two fiscal years of the Plan is attached hereto as Exhibit A.

Item 2.

The audited statement of changes in net assets available for plan benefits for each of the latest two fiscal years of the Plan is attached hereto as Exhibit B.

Item 3.

The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.

Item 4.

The Consent of Independent Accountants is attached hereto as Exhibit A.

Report of Independent Accountants

To the Participants, Investment Plan Committee
and Benefits Funds Committee of the Caterpillar Inc.
Employees' Investment Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Caterpillar Inc. Employees' Investment Plan (the Plan) at November 30, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan'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 auditing standards generally accepted in the United States, 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.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes, of reportable transactions and of non-exempt transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules 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.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

CATERPILLAR INC.
EMPLOYEES' INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
NOVEMBER 30, 1999 AND 1998
(Dollars in 000's)

 

 

1999

1998

Investments
$ 2,258,381
$ 2,141,953

Employer contributions receivable
841
1,186

Participant contributions receivable
1,597
2,101

Interest and dividends receivable
66
66
 

      Total assets
2,260,885
2,145,306
 

Transfers payable to Part 2
(3,939)
(3,726)

Other payables
(5)
 

      Total liabilities
(3,939)
(3,731)
 

      Net assets available for benefits
$ 2,256,946
$ 2,141,575
 

(The accompanying notes are an integral part of the financial statements)

CATERPILLAR INC.
EMPLOYEES' INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED NOVEMBER 30, 1999 AND 1998
(Dollars in 000's)

 

1999

1998

Contributions:

    

    Participants
$ 121,953
$ 130,021

    Employer

33,013
32,627
 
 

154,966

162,648
 

Investment income:

    Interest

96
103

    Dividends
21,946
19,877

    Net appreciation (depreciation) in fair value of:

      Common stock

(46,636)
32,107

      Collective trust fund
618
692

      Registered investment companies
5,139
1,073

    Plan interest in net investment income of Master Trust

171,849
110,085
 

        Net investment income
153,012
163,937

 
Withdrawals
(194,370)
(121,232)

Transfers (to)/from other plans, net

1,763
2,153
 

Withdrawals and transfers, net

(192,607)
(119,079)
 

Increase in net assets available for benefits
115,371
207,506
     

Net assets available for benefits:

    Beginning of year
2,141,575
1,934,069
 

    End of year

$2,256,946
$2,141,575
 

(The accompanying notes are an integral part of the financial statements.)

CATERPILLAR INC.
EMPLOYEES' INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - PLAN DESCRIPTION:

The following description of the Caterpillar Inc. Employees' Investment Plan (the Plan) provides only general information. Employees should refer to the Plan agreement for a more complete description of the Plan's provisions.

General

The Plan is a contributory defined contribution plan established by Caterpillar Inc. (the Company) to enable eligible employees of the Company and its subsidiaries (the participating employers) which adopt the Plan to accumulate funds.

Participation

Generally, employees of participating employers, other than those employed under collective bargaining agreements, who meet certain age, service and citizenship or residency requirements are eligible to participate in the plan. Participation commences upon an eligible employee's filing of an application with the Investment Plan Committee. Participating eligible employees (the participants) may acquire ownership interests in the Company through purchases of its common stock (Part 1). Additionally, the participants may elect to defer a portion of their compensation until retirement under the Special Investment Supplement of the Plan (Part 2).

Participant accounts

Accounts are maintained separately for Part 1 and Part 2 for each participant. The participant's account under Part 1 is credited with the participant's contribution, the employer's contribution and an allocation of Plan earnings. The participant's account under Part 2 of the Plan is credited with the participant's contribution as defined below and an allocation of Plan earnings. Allocations of earnings are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested accounts.

Loan provisions

The Plan provides for participant loans against eligible participants' Part 2 account balances. Eligible employees obtain participant loans by filing a loan application with the Company and receiving approval thereof. Loan amounts are generally limited to the lesser of $50,000 or 50% of the individual participant's account balance, within certain regulatory restrictions. Loan repayment terms may range from 6 to 117 months depending on the type of loan and bear interest at the prime interest rate plus 1% rounded to the nearest whole percent as determined at the time of loan origination. Repayments, including interest, are made through after-tax payroll deductions and are credited to the individual participant's account balance.

Contributions

Part 1 -

Participant contributions are made through after-tax payroll deductions based on a percentage (2%-6%) of total earnings as elected by the employee. Participants with 25 or more years of service with the employers may contribute an additional 1%-4% of earnings.

Employer contributions are 50%, 66-2/3% or 80% of participant contributions (up to 6% of earnings) based on the participant's years of service.

Part 2 -

Participant contributions are made through a pretax compensation deferral as elected by the participants and are contributed to the Plan by the employer. For 1999 and 1998, the compensation deferral was limited to (a) the greater of $6,000 or 4% of the participant's compensation (limited by the Internal Revenue Code to $10,000 in 1999) for participants earning in excess of $80,000 or (b) $10,000 for participants earning less than $80,000.

Investment programs

Part 1 -

Employer contributions are invested entirely in Caterpillar Inc. common stock. Participants may elect to have their contributions invested as follows: (1) 100% in Caterpillar Inc. common stock or (2) 50% in Caterpillar Inc. common stock and 50% in a Collective Government Short-Term Investment Fund. The Collective Government Short-Term Investment Fund is managed by The Northern Trust Company.

Part 2 -

Participants may elect to have their contributions invested in any combination of the following ten investment fund options at November 30, 1999:

In addition, a self-directed fund option allows participants to invest in various other mutual funds outside of the standard Plan options. State Street Bank serves as custodian for funds invested through this self-directed fund option.

Vesting and distribution provisions

Part 1 -

Participants are fully vested at all times in Caterpillar Inc. common stock or units of the Collective Government Short-Term Investment Fund purchased with participant contributions, and earnings thereon.

Participants begin vesting in shares purchased with employer contributions generally after the end of the second year of plan participation. Participants generally vest at the rate of 33% per year, resulting in full vesting by participants in employer contributions after five years of service with the Company. Any amounts not vested at withdrawal which are forfeited will be applied to reduce the amount of future employer contributions to the Plan. Shares become fully vested upon retirement, permanent disability or death.

While an employee, a participant may elect to withdraw all participant purchased shares of common stock, his share of the Government Short-Term Investment Fund and all earnings on participant contributions as provided by the Plan. Employer contributions may also be withdrawn based on vested status as provided by the Plan. Upon termination of employment, participants may elect (with spousal consent, if applicable) to receive their shares by immediate distribution or a deferred distribution. If termination is due to retirement or disability, participants may elect (with spousal consent, if applicable) various annuity payments.

Part 2 -

Participants are fully vested in their participant contributions. Upon termination of employment for any reason, including death, retirement or total and permanent disability, or upon Plan termination, the balance in participants' accounts are distributable.

Transfers from Part 1 to Part 2

On a monthly basis, participants in Part 1 are allowed to transfer some or all of their vested balances in the Part 1 accounts to Part 2 of the Plan. Participants are allowed only one such transfer per month.

Administration

The Plan is administered by the Investment Plan Committee, which is responsible for nonfinancial matters, and the Benefits Funds Committee, which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into trust agreements with The Northern Trust Company to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

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, each participant in Part 1 shall have a fully vested interest in the assets attributable to employer contributions and earnings thereon. Any unallocated assets of the plan will be allocated to participant accounts and distributed in such a manner as the company may determine.

Federal income tax status

The Internal Revenue Service has determined and informed the Company by letter dated April 13, 1999, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended subsequent to the determination letter; however, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, they believe that the Plan is qualified and the related trust is tax-exempt as of the financial statement date.

Risks and uncertainties

The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

New accounting standards

In September 1999, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position (SOP) 99-3, Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters (SOP 99-3). This SOP simplifies the disclosure of certain investment information of defined contribution plans. SOP 99-3 is effective for financial statements for plan years ending after December 15, 1999, with earlier application encouraged. The Plan has elected to adopt the provisions of this SOP for its Plan year ended November 30, 1999. The primary impact on the 1999 financial statements is the elimination of previously provided information by investment fund option.

Basis of accounting

The Plan's accounts are maintained on the accrual basis of accounting.

Investments

The Plan's investments are stated at fair value. The Caterpillar Inc. common stock is valued at quoted market prices. The fair value of the Plan's investment in the Collective Government Short-Term Investment Fund and the 401(k) Master Trust (Note 4) is based upon the beginning of the year value of the Plan's investment plus actual contributions, transfers and allocated investment income less actual withdrawals. Shares of registered investment companies included in the self-directed fund option are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Income from investments is recorded as earned.

Contributions

Contributions to the Caterpillar Common Stock Fund under Part 1 of the Plan are made directly to the trust and shares are immediately purchased by the trust on the open market.

Transfers payable

As detailed in Note 1, on a monthly basis, participants in Part 1 are allowed to transfer vested balances in the Part 1 accounts to Part 2 of the Plan. At November 30, transfers payable represent such transfers for the month of November. The related receivable is recorded by the Master Trust and is included in the Plan's Investment in the Master Trust Net Assets at November 30, 1999 and 1998.

Administrative expenses

Administrative costs, including trustee fees and certain investment costs, are paid by the Company.

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and benefit payments. Actual results could differ from those estimates. The Company believes the techniques and assumptions used in establishing these amounts are appropriate.

NOTE 3 - INVESTMENTS:

All employer matching contributions under Part 1 of the Plan are directed by the Company into a Caterpillar Inc. Common Stock Fund. By definition, this fund is nonparticipant directed. Details of the net assets of Part 1 - Caterpillar Inc. Common Stock Fund and significant components of the changes in net assets relating to this fund are as follows:

 

November 30,

 

1999

1998

Net assets - Part 1 - Caterpillar Inc. Common Stock Fund:

    

    Common stock
$ 795,329
$ 892,674

    Common and Collective Trust
29

    Employer contributions receivable

841
1,186

    Participant contributions receivable

1,493
1,990

    Interest and dividends receivable

13
14

    Transfers payable to Part 2
(3,881)
(3,712)

    Other payables

(5)
 

        Net assets - Part 1 - Caterpillar Inc. Common Stock Fund
$ 793,824
$ 892,147
 

 

For the year ended
November 30,

 

1999

1998

Changes in net assets - Part 1 - Caterpillar Inc. Common Stock Fund:

    

    Employer contributions

$ 61,478
$ 58,167

    Participant contributions

33,013
32,627

    Interest and dividends

22,042
19,980

    Net (depreciation) appreciation
(46,636)
32,107

    Withdrawals
(85,215)
(59,632)

    Transfers to participant-directed investments

(83,005)
(82,906)
 
        Net (decrease) increase

$ (98,323)

$ 343
 

The following table presents individual investments that represent 5% or more of the Plan's net assets at November 30. Any of these investments that are also nonparticipant-directed are further identified with an asterisk(*).

 

1999

1998

 

Caterpillar Inc. Common Stock
$ 795,329*
$ 892,174*
Investments in Caterpillar Inc. 401(k) Master Trust net assets
1,415,230
1,220,856

NOTE 4 - MASTER TRUST:

Under a Master Trust agreement with The Northern Trust Company (the Trustee), Part 2 of the Caterpillar Inc. Employees' Investment Plan (EIP), the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Inc. 401(k) Master Trust (the Master Trust) in exchange for a percentage of participation in the Trust.

The Master Trust invests in the Preferred Group of Mutual Funds, registered investment companies which are sponsored by Caterpillar Investment Management Ltd. (CIML), a wholly-owned subsidiary of the Company. The options available to the participants through the Preferred Group of Mutual Funds are described in Note 1.

CIML manages the Preferred Small Cap Fund and the Preferred Short-Term Government Fund. All other funds are managed by unrelated investment managers. Caterpillar Securities, Inc., a wholly-owned subsidiary of CIML, distributes the shares of the mutual funds to the Master Trust.

The percentage of the Plan's participation in the Master Trust was determined based on the November 30, 1999 and 1998 market values of net assets, as accumulated by the Trustee for the investment funds of each plan. At November 30, 1999 and 1998, the Plan's pro rata interest in the quoted market values of net assets of the Master Trust was 83.59% and 83.30%, respectively.

Investment valuation

The Master Trust's investments are stated at fair value. Common stock and cash and cash equivalents are valued at quoted market prices. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Master Trust at year end. Participant loans are valued at cost which approximates fair value.

The net investment income or loss of the Master Trust is reflected in the financial statements of the Plan based on the actual earnings of each investment fund as allocated to the Plan based on average investment balances throughout the year. Details of the net assets and significant components of the changes in net assets of the Master Trust are as follows:

 

November 30,

 

1999

1998

Investments, at fair value:

    Cash and cash equivalents

$ 28,342
$ 17,876

    Common stock

324,010
334,345

    Registered investment companies

1,319,369
1,080,128

    Participant loans

27,225
24,784

          Total investments

1,698,946
1,457,133
     

Dividend and interest receivable

121
45

Transfers receivable from EIP Part 1

3,939
3,726

Contributions receivable

5,773
5,962

Payable due to broker

(11,332)

Other receivable/(payable), net

177
192

          Net assets of Master Trust
$1,697,624
$1,467,058
     
 

For the year ended
November 30,

 

1999

1998

Investment income:

    Interest

$ 2,856
$ 2,983

    Dividends

7,597
7,772

    Net appreciation (depreciation) in fair value of:

      Common stock
(4,697)
10,987

      Registered investment companies
202,270
111,962

        Net investment income

208,026
133,704
     

    Contributions to all plans
80,300
94,162

    Withdrawals from all plans

(127,000)
(73,232)

    Transfers from EIP Part 1
83,660
84,066

    Interfund transfers (to) from self-directed brokerage account, net

(14,420)
(1,125)

Increase in Master Trust net assets
230,566
237,575
     

Master Trust net assets:

    Beginning of year
1,467,058
1,229,483

    End of year
$1,697,624
$1,467,058
SUPPLEMENTAL SCHEDULES

SCHEDULE I

CATERPILLAR INC.

EMPLOYEES' INVESTMENT PLAN

ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT

PURPOSES AT END OF YEAR

NOVEMBER 30, 1999

(a)

(b)

(c)

(d)

(e)
 

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

*

Caterpillar Inc.

Common stock; 17,149,935 shares

$506,593,058

$795,328,236
 
 
 
* Northern Trust Collective Short Term Investment Fund; 29,007 units
**
29,007
       

*

Northern Trust

Collective Government Short-Term Investment Fund; 12,228,283 units
**

12,228,283

 
 
   

*

Caterpillar Inc.

401(k) Master Trust
**

1,415,230,000
       
 
 
   
 
 

AIM Global

High Income Class B; 970.25 units

  

8,286
 

Accessor FDS Inc.

Growth; 140.06 units

  

4,637
 
 

Small to Mid-Cap; 247.79 units

  

6,782
 

Acorn

Foreign Forty; 368.19 units

  

6,244
 

Alliance

Premier Growth Class B; 2,009.03 units

  

68,407
 
 

Technology Class A; 25.50 units

  

2,842
 
 

Technology Class B; 75.58 units

  

7,991
 

American Century

Benham Target Mat TR 2005; 223.91 units

  

16,175
 
 

Benham Target Mat TR 2010; 360.10 units

  

19,636
 
 

Benham Target Mat TR 2015; 240.44 units

  

10,233
 
 

Benham Target Mat TR 2020; 1,394.66 units

  

42,467
 
 

Benham Target Mat TR 2025 INV; 3,096.09 units

  

79,260
 
 

Global Gold; 17,666.07 units

  

95,043
 
 

Income & Growth; 2,278.21 units

  

73,381
 
 

Global Natural Res; 1,483.68 units

  

18,680
 
 

20th Century Ultra; 1,207.56 units

  

49,461
 
 

20th Century Int'l GTH; 2,620.71 units

  

34,122
  American Funds Income Fund of America; 1,263.29 units  
21,021
    Investment Company of America; 2,014.76 units  
67,958
 

American Heritage

American Heritage Fund; 9,899.07 units

  

2,673
 

ASAF

Janus Small-Cap Growth Class B; 1,421.26 units

  

28,439
 

Amerindo

Technology Class D; 127.44 units

  

3,580
 

Ameristock

Mutual Fund; 291.59 units

  

10,850
 

Ariel

Growth Class A; 133.19 units

  

4,724
 
 

Appreciation Class B; 138.35 units

  

4,602
 

Artisan

International; 267.73 units

  

6,278
 

BT Investment

International Equity; 173.24 units

  

4,790
 

Babson

Value Income; 2,416.15 units

  

111,095
 

Baron

Asset; 7,983.25 units

  

438,360
 
 

Growth & Inc.; 954.82 units

  

28,215
 
 

Small Cap Fund; 2,491.09 units

  

45,734
 

Berger

Small Cap Value Retail; 1,259.71 units

  

26,870
 
 

Small Company Growth Retail; 8,796.76 units

  

54,452
 
 

New Generation Retail; 7,622.11 units

  

257,399
 
 

Balanced Retail; 430.14 units

  

7,958
 
 

Select Retail; 290.86 units

  

6,957
 

Brandywine

Blue; 3,411.18 units

  

118,197
 

Bridgeway

Microcap Limited; 1,628.39 units

  

10,829
 

Clipper

Clipper Fund Incorporated; 142.78 units

  

10,537
 

Cohen & Steers

Realty Shares Inc; 1,078.11 units

  

37,863
 

Dodge & Cox

Balance; 370.94 units

  

25,473
 

Dresdner

RCM Global Technology Fund; 231.41 units

  

10,863
   
(Continued)
    

(a)

(b)

(c)

(d)

(e)
 

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

 

Dreyfus

Premier Worldwide Growth; 368.79 units

  

13,107
 
 

Aggressive Value Fund; 180.05 units

  

4,100
 
 

Small Company Value Fund; 352.80 units

  

7,857
 
 

Premier Tech Growth Class C; 871.59 units

  

37,225
 
 

Premier Tech Growth Class B; 84.06 units

  

3,594
 
 

Technology Growth Fund; 8,820.38 units

  

378,747
 
 

S&P 500 Index Fund; 2,191.10 units

  

90,580
 
 

Emerging Markets; 1,406.30 units

  

21,165
 
 

New Leaders; 119.46 units

  

6,179
 

Excelsior

Income Business & Indl Rest; 156.67 units

  

4,445
 

FBR

Small Cap Growth Fund/Value Fund; 165.21 units

  

2,857
 

Fidelity

Worldwide; 151.88 units

  

3,001
 
 

Japan Small Companies; 4,933.27 units

  

117,609
 
 

Capital & Income; 10,608.56 units

  

102,373
 
 

Stock Selector; 7,530.06 units

  

248,191
 
 

Asset Manager Growth; 681.14 units

  

13,670
 
 

Contra Fund; 2,576.00 units

  

166,487
 
 

Utilities; 3,534.55 units

  

93,065
 
 

Equity Income; 915.36 units

  

52,688
 
 

Real Estate Investment; 1,314.20 units

  

18,596
 
 

Equity Income II; 1,266.62 units

  

38,429
 
 

Diversified International; 2,197.98 units

  

51,367
 
 

Int'l Value; 835.95 units

  

15,398
 
 

Southeast Asia; 1,150.31 units

  

16,288
 
 

Emerging Markets; 166.11 units

  

1,688
 
 

Fidelity Fund; 1,490.05 units

  

57,427
 
 

Magellan; 84.02 units

  

11,090
 
 

Growth Company; 840.09 units

  

62,654
 
 

Emerging Growth; 2,031.37 units

  

107,785
 
 

Overseas; 69.35 units

  

3,189
 
 

Pacific Basin; 1,141.85 units

  

29,026
 
 

Europe; 130.36 units

  

4,662
 
 

Low Priced Stock; 204.29 units

  

4,490
 
 

OTC Port; 302.24 units

  

17,370
 
 

Growth & Income; 1,462.79 units

  

66,893
 
 

Blue Chip Growth; 246.97 units

  

13,712
 
 

Dividend Growth; 10,611.44 units

  

302,107
 
 

Value; 1,232.51 units

  

59,839
 

Firsthand Technology

Value; 910.75 units

  

67,905
 
 

Leaders; 1,104.12 units

  

40,422
 
 

Innovator; 4,437.10 units

  

175,266
 

Firsthand

E-Commerce; 6,099.05 units

  

73,738
 
 

Communications; 1,369.81 units

  

15,520
 

Flag Investors

Telephone Inc Class A; 2,693.42 units

  

118,376
 

Founders

Worldwide Growth; 1,862.44 units

  

52,502
 

Franklin

CA Growth Class I; 94.70 units

  

3,681
 
 

Global Health Care; 49.95 units

  

767
   
(Continued)
    

 

 
(a)
(b)
(c)
(d)
(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

 

Fremont

US Micro Capital; 222.27 units

  

7,310
 
 

Real Estate Securities; 1,219.42 units

  

9,304
 

Gabelli

Growth Shares Ben Int; 1,773.13 units

  

82,344
 
 

ABC Fund; 97.37 units

  

1,013
 
 

Global Telecommunications Fund; 869.19 units

  

23,468
 
 

Global Opportunity Fund; 2,201.03 units

  

35,547
 
 

GLBL Inter-Active Couch Potato; 2,967.75 units

  

90,695
 
 

Value FD Inc; 495.79 units

  

9,861
 

GAM

International Class A; 375.88 units

  

10,510
 

Govett

Smaller Companies Class A; 57.62 units

  

1,440
 

Growth

Fund of America; 2,553.67 units

  

74,005
 

Guinness Flight

China & Hong Kong; 260.54 units

  

4,364
 
 

Asia Small Cap; 1,096.05 units

  

9,853
 
 

Mainland China Fund; 21.43 units

  

243
 
 

Wired Index; 1,222.53 units

  

23,852
 

Harbor

Bond; 8,716.39 units

  

94,747
 
 

Growth; 299.04 units

  

6,181
 
 

Capital Appreciation; 5,433.36 units

  

266,561
 

Heartland Group

Value Plus; 2,778.47 units

  

36,648
 
 

MidCap Value; 394.63 units

  

3,607
 

Hotchkis & Wiley

International; 3,204.34 units

  

87,543
 

IAI

Bond; 1,642.94 units

  

14,162
 

IPS

Millennium Fund; 361.88 units

  

20,240
 

Invesco

Endeavor N/C; 1,434.11 units

  

29,571
 
 

Energy N/C; 6,093.87 units

  

82,816
 
 

Gold N/C; 22,486.71 units

  

39,127
 
 

Health Sciences N/C; 292.64 units

  

15,797
 
 

Technology N/C; 529.06 units

  

34,029
 
 

Financial Services N/C; 770.20 units

  

20,149
 
 

Worldwide Communications; 3,444.13 units

  

144,378
 
 

Internat'l European; 571.95 units

  

11,605
 
 

Internat'l Pacific Basin #54; 1,456.31 units

  

16,515
 

Janus

Janus Fund; 5,356.79 units

  

238,592
 
 

Inv't Growth & Income; 8,160.89 units

  

318,765
 
 

Inv't Worldwide; 18,866.51 units

  

1,272,357
 
 

Inv't Twenty; 15,147.09 units

  

1,137,244
 
 

Flexible Income; 1,466.48 units

  

13,726
 
 

Global Technology; 58,149.85 units

  

1,430,487
 
 

Global Life Sciences; 1,658.06 units

  

21,472
 
 

Special Situations; 3,763.69 units

  

90,931
 
 

Inv't Equity Income; 9,124.56 units

  

212,511
 
 

Olympus; 26,402.24 units

  

1,213,447
 
 

High Yield Bond; 1,367.08 units

  

13,848
 

 

Enterprise; 6,334.67 units

 

411,184

 
 

Inv't Overseas; 8,024.19 units

  

248,028
 
 

Inv't Mercury; 22,743.03 units

  

899,032
 
 

Inv't Balanced; 7,630.60 units

  

169,628
   
(Continued)
    

 

(a)
(b)
(c)
(d)
(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

 

Japan

Japan Fund; 255.57 units

  

4,304
 

John Hancock

Finc'l Industries Class B; 473.65 units

  

7,285
   

Special Equity Class B; 571.43 units

  

15,920
   

Sovern Global Tech Class B; 126.94 units

  

8,150
 

Kaufmann

Kaufmann Fund; 9,981.85 units

  

49,809
  Kinetics The Internet Fund; 3,837.73 units  
144,969
 

Lexington

Troika Dialog Russia Income; 700.30 units

  

3,123
   

Worldwide Emerging Mkts; 625.19 units

  

7,115
 

Linder

Bulwark; 920.95 units

  

5,728
   

Invts Dividend; 1,060.76 units

  

24,302
 

Longleaf

Realty; 141.74 units

  

1,877
 

Loomis Sayles

Bond; 3,225.52 units

  

37,352
 

MFS

Emerging Growth Class B; 279.11 units

  

14,904
 

Managers

FDS Special Equity; 81.79 units

  

6,599
   

FDS Int'l Equity; 301.99 units

  

17,104
 

Marsico

Focus; 10,819.73 units

  

215,745
 

Masters Select

International; 466.98 units

  

7,462
 

Matthews

Intl FDS Pac Tiger FD; 3,992.62 units

  

46,554
   

Intl FDS Korea FD; 4,422.01 units

  

36,039
 

Midas

Midas Fund; 9,450.17 units

  

12,191
   

Investors Ltd. N/C; 1,706.22 units

  

4,402
 

Montag & Caldwell

Growth Fund; 2,231.11 units

  

77,754
 

Montgomery

Emerging Markets; 86.51 units

  

954
   

Emerging Asia; 924.92 units

  

10,295
   

Global Communication; 424.85 units

  

15,205
   

Growth; 1,956.75 units

  

44,673
   

International Growth; 601.13 units

  

12,774
 

Munder Net

Net Class C; 68.76 units

  

3,859
   

Net Class B; 353.06 units

  

19,807
   

Net Class A; 1,510.68 units

  

85,656
 

Mutual Series

Shares Class Z; 280.40 units

  

6,060
   

Qualified Inc Class Z; 2,851.94 units

  

51,335
   

Beacon Class Z; 1,669.69 units

  

24,461
   

Discovery Class Z; 6,245.72 units

  

126,476
   

European Class Z; 1,735.61 units

  

27,718
 

Neuberger & Berman

Guardian Trust; 540.48 units

  

9,139
   

Focus Trust Frm; 103.28 units

  

2,747
   

International Fund; 1,310.68 units

  

28,520
   

Regency Fund; 690.34 units

  

6,793
   

New Perspective; 2,571.75 units

  

74,864
 

Northeast Investors

Trust CTFS Ben INT; 2,212.17 units

  

21,436
 

Oak

Value Fund; 605.86 units

  

15,522
 

Oakmark

Oakmark Fund; 2,708.12 units

  

73,092
   

International; 1,289.20 units

  

17,572
   

Small Cap; 3,607.45 units

  

48,015
   

Balanced; 573.69 units

  

8,072
   

Internat'l Small Cap; 870.76 units

  

10,040
   

Select; 5,026.20 units

  

88,461

(a)
(b)
(c)
(d)
(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

 

Oppenheimer

Strategic Inc Class C; 4,131.36 units

  

17,889
   

Global Growth & Income; 420.52 units

  

11,026
   

Midcap Class C; 217.39 units

  

4,837
 

Payden & Rygel

Growth & Income Class A; 5,950.53 units

  

97,113
 

PBHG

Growth; 5,010.55 units

  

189,148
   

Emerging Growth; 443.29 units

  

12,758
   

Large Cap Growth; 401.43 units

  

12,320
   

Select Equity; 2,706.28 units

  

116,370
   

New Oppties; 338.33 units

  

15,847
   

Tech & Communication; 5,789.61 units

  

288,091
   

Large Cap 20; 1,211.94 units

  

40,237
   

Core Growth; 683.52 units

  

13,759
 

Pilgrim

International Small Cap Growth Q; 506.91 units

  

18,406
 

PIMCO

Long Term US Gov't; 16,828.24 units

  

160,710
 

Pin Oak

Aggressive Stock; 2,413.78 units

  

111,058
 

Putnam

Growth Opportunities Class A; 2,827.03 units

  

72,117
   

OTC & Emerging Growth Class A; 104.31 units

  

3,101
 

Red Oak

Technology Select; 1,688.05 units

  

34,858
 

Renaissance

IPO Plus Aftermarket; 188.40 units

  

4,981
 

Reynolds

Blue Chip Growth; 700.24 units

  

44,479
 

RS

Emerging Growth N/C; 10,423.76 units

  

501,592
   

Value Plus and Growth N/C; 1,150.35 units

  

32,474
   

Mid Cap Oppties N/C; 324.15 units

  

4,392
   

Global Natural Resources N/C; 342.20 units

  

2,902
   

Diversified Growth N/C; 541.91 units

  

14,480
   

Microcap Growth N/C; 690.15 units

  

12,933
  RS Funds The Information Age N/C; 297.62 units  
8,557
 

Rydex

Nova Fund; 1,992.27 units

  

75,666
   

URSA Fund; 3,127.22 units

  

25,737
   

OTC Fund; 10,423.25 units

  

689,811
   

Juno Fund; 1,361.98 units

  

13,034
   

Electronics Inv Class; 1,800.66 units

  

41,776
   

Biotechnology Inv Class; 1.43 units

  

26
 

Safeco

Equity; 1,083.86 units

  

27,162
   

Growth; 390.48 units

  

8,224
 

Scudder

Mutual Income Gold; 733.82 units

  

4,858
   

S&P 500 Index; 1,682.27 units

  

31,223
   

Latin America; 73.26 units

  

1,653
   

Greater Europe Growth; 3,187.53 units

  

97,698
   

Technology Fund; 49.41 units

  

1,606
 

Select

Energy; 459.50 units

  

10,656
   

Technology; 1,508.63 units

  

193,255
   

Health Care; 1,631.56 units

  

216,264
   

Precious Metals; 996.23 units

  

10,211
   

Utilities Growth; 92.00 units

  

6,403
   

Natural Gas; 398.30 units

  

5,604
   

Insurance; 46.45 units

  

1,741

(a)
(b)
(c)
(d)
(e)

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

 

Select

Develop Communications; 1,423.93 units

  

71,923
   

Financial Services; 40.26 units

  

4,037
   

Regional Banks; 658.46 units

  

25,805
   

Leisure; 30.97 units

  

2,755
   

Retailing; 2,168.66 units

  

143,435
   

Energy Service; 2,554.62 units

  

56,891
   

Biotechnology; 1,065.82 units

  

60,837
   

American Gold; 298.31 units

  

4,257
   

Money Market; 37,339.57 units

  

37,340
   

Software & Computer; 44.44 units

  

3,542
   

Telecomm Port; 427.12 units

  

37,702
   

Brokerage & Investment Mgmt; 971.37 units

  

45,227
   

Electronics; 5,732.60 units

  

468,697
   

Computers; 2,011.77 units

  

198,662
 

Seligman

Communications & Info Class B; 220.38 units

  

8,213
 

Spartan

U.S. Equity Index; 1,113.80 units

  

55,144
   

Total Market Index; 443.62 units

  

15,922
   

Market Index; 24.64 units

  

2,373
   

High Income; 3,522.94 units

  

42,416
 

Sound Shore

Sound Shore Fund Inc; 326.26 units

  

9,400
 

Spectra

Spectra Fund Inc; 332.59 units

  

3,968
 

SSGA

Small Cap Equity; 219.70 units

  

4,100
   

Money Market Fund; 4,789,980.05 units

  

4,789,980
   

Emerging Markets; 1,073.21 units

  

12,106
   

S&P 500 Index; 19,807.11 units

  

478,738
 

Stein Roe

Income Trust; 1,540.04 units

  

14,245
   

Investment Trust Young Inv; 377.26 units

  

11,906
   

Investment Trust Cap Oppty; 838.03 units

  

28,417
 

Strong

Corporate Bond Income; 9,193.75 units

  

97,178
   

Income High Yield Bond; 1,334.52 units

  

14,266
   

Growth; 3,193.17 units

  

99,595
   

Index 500; 1,777.25 units

  

31,209
   

Growth 20; 374.67 units

  

9,322
   

Enterprise; 2,216.84 units

  

74,043
   

Growth & Income; 1,769.04 units

  

46,614
   

Blue Chip 100; 2,621.56 units

  

49,495
   

Schafer Value; 124.86 units

  

6,118
   

Asia Pacific; 5,045.69 units

  

55,553
   

Gov't Securities Income; 3,939.93 units

  

40,069
 

Templeton

Developing Markets Trust SH Ben INT II; 3,222.17 units

  

43,209
 

The Contrarian

The Contrarian Fund N/C; 2,146.42 units

  

19,468
 

Third Avenue

Value Fund; 1,589.84 units

  

54,293
 

Torray

Torray Fund; 1,711.10 units

  

71,952
 

T Rowe Price

Dividend Growth; 956.48 units

  

20,249
   

Media & Telecommunications; 1,166.78 units

  

42,436
   

Equity Income; 4,943.75 units

  

133,086
   
(Continued)
    

(a)

(b)

(c)

(d)

(e)
 

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

 

T Rowe Price

Blue Chip Growth Inc; 712.97 units

  

24,576
   

Growth & Income; 126.49 units

  

3,365
   

Mid Cap Growth; 460.74 units

  

17,490
   

New Era; 3,600.94 units

  

83,290
   

International Stock; 2,018.88 units

  

36,057
   

European Stock; 5,477.19 units

  

128,221
   

Int'l New Asia; 4,892.73 units

  

41,882
   

Science & Technology; 2,470.44 units

  

157,170
 

Tweedy Browne

Global Value Fund; 12,035.03 units

  

250,088
   

Amern Value Fund; 7,330.90 units

  

171,616
 

UAM FMA

Small Company Portfolio; 33.67 units

  

459
 

Ultra

Bear Pro Fund Service Shares; 193.42 units

  

4,716
   

OTC Pro Fund Service Shares; 292.39 units

  

18,651
   

OTC Pro Fund Investors Shares; 6,658.36 units

  

430,796
 

US

World Gold; 10,437.60 units

  

86,423
   

Gold Shares; 14,348.43 units

  

52,802
 

Value Line

Aggressive Income; 1,861.04 units

  

13,176
   

Asset Allocation; 7,360.16 units

  

150,000
 

Vanguard

Life Strategy Growth Port; 413.83 units

  

8,579
   

US Growth Portfolio; 2,278.36 units

  

97,537
   

Int'l Growth Portfolio; 4,304.22 units

  

92,024
   

Growth & Income; 3,682.88 units

  

132,326
   

Equity Income; 1,576.63 units

  

38,895
   

Admiral Sht Term US Treasury Fund; 7,094.14 units

  

69,927
   

Admiral Inter TM US Treasury Fund; 5,056.93 units

  

50,822
   

Admiral Long Trm US Treasury Fund; 21,794.67 units

  

221,434
   

Primecap; 3,391.08 units

  

207,738
   

Bond Index Total Market; 27.72 units

  

268
   

Windsor Income; 2,247.68 units

  

38,413
   

Windsor II Portfolio; 6,466.88 units

  

184,112
   

Asset Allocation Income; 5,191.06 units

  

129,361
   

Fixed Inc Sec L/T Portfolio; 8,794.30 units

  

72,377
   

GNMA Fixed Income Security Fund; 51,626.14 units

  

514,196
   

Index Trust S&P 500 Port; 12,768.67 units

  

1,642,052
   

Total Stock Market; 37,798.72 units

  

1,176,674
   

Value Index; 6,357.22 units

  

148,759
   

Growth Index; 18,847.26 units

  

706,772
 

Van Kampen

Amer Capt Growth Class B; 311.65 units

  

8,271
 

Van Wagoner

Income Micro-Cap; 6,001.05 units

  

182,432
   

Income Emerging Growth; 19,700.41 units

  

734,038
   

Income Mid-Cap; 5,748.10 units

  

142,093
   

Income Post Venture; 7,617.67 units

  

263,800
   

Technology; 4,397.75 units

  

230,794
 

Warburg Pincus

Capital Appreciation; 1,892.99 units

  

52,019
   

Emerging Growth; 246.61 units

  

11,961
   

International Equity; 2,162.99 units

  

52,215
   
(Continued)
    

 

(a)

(b)

(c)

(d)

(e)
 

Identity of issue,
borrower, lessor
or similar party

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

Cost

Current
value

 

Warburg Pincus

Emerging Markets; 214.31 units

  

2,310
   

Post Venture Capital; 156.37 units

  

4,177
   

Japan Growth; 875.91 units

  

25,682
   

Japan OTC; 6,171.49 units

  

144,660
   

Health Sciences; 503.36 units

  

7,787
   

Global Telecomm; 660.51 units

  

38,653
 

Weitz

Value; 3,860.74 units

  

131,304
   

Hickory; 1,039.26 units

  

39,367
 

White Oak

Growth Stock; 2,937.72 units

  

164,836
 

Yacktman

Yacktman Fund; 325.73 units

  

2,938
       
     
**

35,565,099
       
        Total investments  
$2,258,380,625
       

** - Cost information is not applicable for participant directed investments

 

SCHEDULE II

CATERPILLAR INC.
EMPLOYEES' INVESTMENT PLAN

ITEM 27d - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
FOR THE YEAR ENDED NOVEMBER 30, 1999

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Identity of
party involved

Description of assets

Purchase
price

Selling
price

Lease
rental

Expense
incurred with
transaction

Cost
of asset

Current value
of asset on
transaction
date

Net gain
or (loss)

                 

Caterpillar Inc.

Common stock:

              
 

Series of 63 purchases

$116,806,804

$

$

$103,063

$116,806,804

$116,703,741

$
  One sale
 
6,822
 
7
3,655
6,829
3,167
   
 
 
 
 
 
 
 

SCHEDULE III

Caterpillar Inc.
Employees' Investment Plan

FORM 5500 ITEM 27f-SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED NOVEMBER 30, 1999

a
b
c
d
e
f
g
h
i
j
Identity of party involved
Relationship to Plan employer or other party-in-interest
Description of transactions including maturity date, rate of interest, collateral, par or maturity value)
Purchase price
Selling price
Lease rental
Expenses incurred in connection with transaction
Cost of asset
Current value of asset
Net gain or (loss) on each transaction
Caterpillar Inc.
Employer
Failure to remit employee contributions to the trustee on a timely basis.(1)
N/A
N/A
N/A
N/A
N/A
N/A
N/A

 

(1) As the result of a clerical error with regard to payroll deferrals for certain U.S. expatriate employees working overseas, contributions in the amount of $2,660.71 were not made to the trust under the Plan for the payroll period ended March 15, 1999 until December 9, 1999. The Company is currently in the process of calculating the lost earnings on these contributions, as well as the lost earnings on these lost earnings, for the period in which the contributions were not in the trust. Once calculated, the Company will contribute this amount to the trust and allocate the contribution among the applicable participants' accounts.

 

 

EXHIBIT A

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Forms S-8 (No. 33-3718, as amended, and No. 33-39280) of Caterpillar Inc. of our report dated May 26, 2000 relating to the financial statements of the Caterpillar Inc. Employees' Investment Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

  

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 15(d)
 

OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
 

For the Fiscal Year Ended December 31, 1998

OR

[     ]

TRANSITION REPORT PURSUANT TO SECTION 15(d)
 

OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
 

For the transition period from _____ to _____

Commission File Number 1-768

 

SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)

 

CATERPILLAR INC.
(Name of issuer of the securities held
pursuant to the Plan)

 

100 NE ADAMS STREET, PEORIA, ILLINOIS 61629
(Address of principal executive offices)

REQUIRED INFORMATION

Item 1.

The audited statement of net assets available for plan benefits as of the end of the latest two fiscal years of the Plan is attached hereto as Exhibit A.

Item 2.

The audited statement of changes in net assets available for plan benefits for each of the latest two fiscal years of the Plan is attached hereto as Exhibit B.

Item 3.

The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.

Item 4.

The Consent of Independent Accountants is attached hereto as Exhibit B.

 

Report of Independent Accountants

To the Participants and Plan Administrator of the
Caterpillar Inc. Tax Deferred Savings Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Caterpiller Inc. Tax Deferred Savings Plan (the Plan) at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan'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 auditing standards generally accepted in the United States, 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.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

SOLAR TURBINES INCORPORATED
SAVINGS AND INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
(Dollars in 000's)

 
1999
1998
 

Investments
$32,492
$27,720
 
      Net assets available for benefits
$32,492
 
$27,720
 

 

 

 

 

(The accompanying notes are an integral part of the financial statements.)

SOLAR TURBINES INCORPORATED
SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999 AND 1998
(Dollars in 000's)

1999
  
1998
 
Participant contributions
$2,880   $3,891
 
   
Investment income:
    
  Net appreciation in fair value of registered investment companies 532   19
  Plan interest in net investment income of Master Trust 4,343   2,693
 
     
      Net investment income 4,875   2,712
 
 
Withdrawals (1,671)   (1,249)
Transfers (to)/from other plans, net (1,312)   (564)
 
 
   
      Withdrawals and transfers, net (2,983)   (1,813)
 
 
     
Increase in net assets available for benefits 4,772 4,790
Net assets available for benefits:
  Beginning of year 27,720 22,930
 
     
  End of year
$32,492
 $27,720
 
 
       

 

(The accompanying notes are an integal part of the financial statements.)

SOLAR TURBINES INCORPORATED
SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - PLAN DESCRIPTION:

The following description of the Solar Turbines Incorporated Savings and Investment Plan (the Plan) provides only general information. Employees should refer to the Plan agreement for a more complete description of the Plan's provisions.

General

The Plan is a contributory defined contribution plan established by Solar Turbines Incorporated (the Company), a 100%-owned subsidiary of Caterpillar Inc., to enable eligible employees of the Company and its subsidiaries (the employers) to accumulate funds.

Participation

Hourly employees of the employers who meet certain age, service and citizenship or residency requirements are eligible to participate in the Plan. Participation commences upon an eligible employee's filing of an application with the Company. Participating eligible employees (the participants) may elect to defer a portion of their compensation until retirement.

Participant accounts

Accounts are maintained separately for each participant. The participant's account is credited with the Participant's contribution as defined below and an allocation of Plan earnings. Allocations of earnings are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Loan provisions

The Plan provides for participant loans against eligible participants' account balances. Eligible employees obtain participant loans by filing a loan application with the Company and receiving approval thereof. Loan amounts are generally limited to the lesser of $50,000 or 50% of the individual participant's account balance, within certain regulatory restrictions. Loan repayment terms may range from 6 to 117 months depending on the type of loan and bear interest at the prime interest rate plus 1% rounded to the nearest whole percent, as determined at the loan origination. Repayments, including interest, are made through after-tax payroll deductions and are credited to the individual participant's account balance.

Contributions

Participant contributions are made through a pretax compensation deferral as elected by the participants and are contributed to the Plan by the employer. For 1999 and 1998, the compensation deferral was limited to (a) the greater of $6,000 or 4% of the participant's compensation (limited by the Internal Revenue Code to $10,000 in 1999) for participants earning in excess of $80,000 or (b) $10,000 for participants earning less than $80,000.

Investment programs

Participants may elect to have their contributions invested in any combination of the following ten investment fund options at December 31, 1999:

In addition, a self-directed fund option allows participants to invest in various other mutual funds outside of the Standard Plan options. State Street Bank serves as custodian for funds invested through this self-directed fund option.

Vesting and distribution provisions

Participants are fully vested in their participant contributions and earnings thereon. Upon termination of employment for any reason, including death, retirement or total and permanent disability, or upon Plan termination, the balance in participants' accounts are distributable.

Administration

The Plan is administered by the Vice President - Human Services Division of Caterpillar Inc. who is responsible for non-financial matters, and the Benefits Funds Committee of Caterpillar Inc. which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into a trust agreement with The Northern Trust Company to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

Plan termination

Although it has not expressed any intent to do so, the Company has the right under the Plan at any time to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, any unallocated assets of the plan shall be allocated to participant accounts and distributed in such a manner as the company may determine.

Federal income tax status

The Internal Revenue Service has determined and informed the Company by letter dated April 13, 1999, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended subsequent to the determination letter; however, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, they believe that the Plan is qualified and the related trust is tax-exempt as of the financial statement date.

Risks and uncertainties

The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

New accounting standards

In September 1999, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position (SOP) 99-3, Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters (SOP 99-3). This SOP simplifies the disclosure of certain investment information of defined contribution plans. SOP 99-3 is effective for financial statements for plan years ending after December 15, 1999, with earlier application encouraged. The Plan has elected to adopt the provisions of this SOP for its Plan year ended December 31, 1999. The primary impact on the 1999 financial statements is the elimination of previously provided information by investment fund option.

Basis of accounting

The Plan's accounts are maintained on the accrual basis of accounting.

Investments

The fair value of the Plan's investment in the 401(k) Master Trust (Note 4) is based upon the beginning of the year value of the Plan's investment plus actual contributions, transfers and allocated investment income less actual withdrawals. Shares of registered investment companies included in the self-directed fund option are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Income from investments is recorded as earned.

Administrative expenses

Administrative costs, including trustee fees and certain investment costs, are paid by Caterpillar Inc.

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and benefit payments. Actual results could differ from those estimates. The Company believes the techniques and assumptions used in establishing these amounts are appropriate.

NOTE 3 - MASTER TRUST:

Under a Master Trust agreement with The Northern Trust Company (the Trustee), Part 2 of the Caterpillar Inc. Employees' Investment Plan (EIP), the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Inc. 401(k) Master Trust (the Master Trust) in exchange for a percentage of participation in the Master Trust.

The Master Trust invests in the Preferred Group of Mutual Funds, registered investment companies which are sponsored by Caterpillar Investment Management Ltd. (CIML), a wholly-owned subsidiary of Caterpillar Inc. The options available to the participants through the Preferred Group of Mutual Funds are described in Note 1.

CIML manages the Preferred Small Cap Fund and the Preferred Short-term Government Fund. All other funds are managed by unrelated investment managers. Caterpillar Securities, Inc., a wholly-owned subsidiary of CIML, distributes the shares of the mutual funds to the Master Trust.

The percentage of the Plan's participation in the Master Trust was determined based on the December 31, 1999 and 1998 market values of net assets, as accumulated by the Trustee for the investment funds of each plan. At December 31, 1999 and 1998, the Plan's pro rata interest in the quoted market values of net assets of the Master Trust was 1.78% and 1.82%, respectively.

Investment valuation

The Master Trust's investments are stated at fair value. Common stock and cash and cash equivalents are valued at quoted market prices. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Master Trust at year end. Participant loans are valued at cost which approximates fair value.

The net investment income or loss of the Master Trust is reflected in the financial statements of the Plan based on the actual earnings of each investment fund as allocated to the Plan based on average investment balances throughout the year. Details of the net assets and significant components of the changes in net assets of the Master Trust are as follows:

December 31,
1999 1998
 
Investments, at fair value:
  Cash and cash equivalents $16,061 $12,191
  Common stock 330,694 343,517
  Registered investment companies 1,394,591 1,115,716
  Participant loans 27,405 24,686
      Total investments 1,768,751 1,496,110
Dividend and interest receivable 105 93
Transfers receivable from EIP Part 1 2,802 2,525
Contributions receivable 6,976 6,648
Receivable due from broker 7,700
Other receivable/(payable), net 197 259
     Master Trust net assets $1,786,531 $1,505,635

 

  For the year ended
December 31,
1999 1998
 
Investment income:
  Interest $ 2,917 $ 2,946
  Dividends 7,597 7,756
  Net appreciation (depreciation) in fair value of:
    Common stock 22,897 (15,546)
    Registered investment companies 228,248 165,523
 
      Net investment income 261,659 160,679
       
  Contributions to all plans 80,394 94,843
  Withdrawals from all plans (128,500) (76,445)
  Transfers from EIP Part 1 84,107 84,143
  Interfund transfers (to) from self-directed brokerage account, net (16,764) (1,437)
 
Increase in Master Trust net assets 280,896 261,783
Master Trust net assets:
  Beginning of year 1,505,635 1,243,852
 
  End of year $1,786,531 $1,505,635
 

 

 

 

 

SUPPLEMENTAL SCHEDULE

SCHEDULE I

SOLAR TURBINES INCORPORATED

SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

DECEMBER 31, 1999

(a)

(b)

  

(c)

  

(d)

  

(e)
 

Identity of issue,
borrower, lessor
or similar party

 

Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

 
  Cost
 
  Current
Value

*

Caterpillar Inc.

 

401(k) Master Trust

 
  **
  

$31,977,000
             
 

Babson

  

Value Income; 100.16 units

      

4,432
 

Baron

  

Asset; 90.13 units

     

5,297
 

Fidelity

  

Europe; 138.24 units

      

5,180
 

Firsthand

  

Technology Value; 1,273.94 units

      

115,317
 

Janus

  

Global Technology; 3,681.66 units

      

113,874
     

Inv't Worldwide; 112.51 units

      

8,599
     

Olympus; 139.89 units

      

7,450
     

Special Situations; 337.36 units

      

7,776
 

Oakmark

  

Oakmark Fund; 159.78 units

      

4,346
 

PBHG

  

Growth; 366.95 units

      

17,386
 

Rydex

  

OTC Fund; 1,868.82 units

      

153,916
 

SSGA

  

Money Market Fund; 70,977.50 units

      

70,978
             
         
**
  
514,551
             
       Total investments  
 
 

$32,491,561
             

**--Cost informations not applicable for participant directed investments.

EXHIBIT C

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Forms
S-8 (No. 2-97450, as amended, and No. 33-37353) of Caterpillar Inc. of our report dated May 26, 2000 relating to the financial statements of the Solar Turbines Incorporated Savings and Investment Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

  

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 15(d)
 

OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
 

For the Fiscal Year Ended December 31, 1998

OR

[     ]

TRANSITION REPORT PURSUANT TO SECTION 15(d)
 

OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
 

For the transition period from _____ to _____

Commission File Number 1-768

 

TAX DEFERRED SAVINGS PLAN
(Full title of the Plan)

 

CATERPILLAR INC.
(Name of issuer of the securities held
pursuant to the Plan)

 

100 NE ADAMS STREET, PEORIA, ILLINOIS 61629
(Address of principal executive offices)

REQUIRED INFORMATION

Item 1.

The audited statement of net assets available for plan benefits as of the end of the latest two fiscal years of the Plan is attached hereto as Exhibit A.

Item 2.

The audited statement of changes in net assets available for plan benefits for each of the latest two fiscal years of the Plan is attached hereto as Exhibit B.

Item 3.

The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.

Item 4.

The Consent of Independent Accountants is attached hereto as Exhibit C.

 

Report of Independent Accountants

To the Participants and Plan Administrator of the
Caterpillar Inc. Tax Deferred Savings Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Caterpillar Inc. Tax Deferred Savings Plan (the Plan) at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan'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 auditing standards generally accepted in the United States, 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.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

CATERPILLAR INC.
TAX DEFERRED SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
(Dollars in 000's)

 

1999
1998
 
 
       
Investments
$268,441
$228,451
 
 
       Net assets available for plan benefits
$268,441
$228,451
 
 

 

 

(The accompanying notes are an integral part of the financial statements.)

CATERPILLAR INC.

TAX DEFERRED SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 1999 AND 1998

(Dollars in 000's)

 

(The accompanying notes are an integral part of the financial statements.)

CATERPILLAR INC.

TAX DEFERRED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - PLAN DESCRIPTION:

The following description of the Caterpillar Inc. Tax Deferred Savings Plan (the Plan) provides only general information. Employees should refer to the Plan agreement for a more complete description of the Plan's provisions.

General

The Plan is a contributory defined contribution plan established by Caterpillar Inc. (the Company) to enable eligible employees of the Company and its subsidiaries (the employers) which adopt the Plan to accumulate funds.

Participation

Employees under collective bargaining agreements to which the Plan is extended who meet certain age, service and citizenship or residency requirements are eligible to participate in the Plan. Participation commences upon an eligible employee's filing of an application with the Company. Participating eligible employees (the participants) elect to defer a portion of their compensation until retirement.

Participant accounts

Accounts are maintained separately for each participant. The participant's account is credited with the participant's contribution as defined below and an allocation of Plan earnings. Allocations of earnings are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Loan provisions

The Plan provides for participant loans against eligible participants' account balances. Eligible employees obtain participant loans by filing a loan application with the Company and receiving approval thereof. Loan amounts are generally limited to the lesser of $50,000 or 50% of the individual participant's account balance, within certain regulatory restrictions. Loan repayment terms may range from 6 to 117 months depending on the type of loan and bear interest at the prime interest rate plus 1% rounded to the nearest whole percent, as determined at the time of loan origination. Repayments, including interest, are made through after-tax payroll deductions and are credited to the individual participant's account balance.

Contributions

Participant contributions are made through a pretax compensation deferral as elected by the participants and are contributed to the Plan by the employer. For 1999 and 1998, the compensation deferral was limited to (a) the greater of $6,000 or 4% of the participant's compensation (limited by the Internal Revenue Code to $10,000 in 1999) for participants earning in excess of $80,000 or (b) $10,000 for participants earning less than $80,000.

Investment programs

Participants may elect to have their contributions invested in any combination of the following ten investment fund options at December 31, 1999:

A self-directed fund option allows participants to invest in various other mutual funds outside of the standard Plan options. State Street Bank serves as custodian for funds invested through this self-directed fund option.

Vesting and distribution provisions

Participants are fully vested in their participant contributions and earnings thereon. Upon termination of employment for any reason, including death, retirement or total and permanent disability, or upon Plan termination, the balance in participants' accounts are distributable.

Administration

The Plan is administered by the Vice President - Human Services Division of Caterpillar Inc. who is responsible for non-financial matters, and the Benefits Funds Committee of Caterpillar Inc which is responsible for financial aspects of the Plan. Caterpillar Inc. and the Benefit Funds Committee have entered into a trust agreement with The Northern Trust Company to receive contributions, administer the assets of the Plan and distribute withdrawals pursuant to the Plan.

Plan termination

Although it has not expressed any intent to do so, the Company has the right under the Plan at any time to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, any unallocated assets of the plan shall be allocated to participant accounts and distributed in such a manner as the company may determine.

Federal income tax status

The Internal Revenue Service has determined and informed the Company by letter dated April 13, 1999, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended subsequent to the determination letter; however, the Plan administrator and the Plan's legal counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, they believe that the Plan is qualified and the related trust is tax-exempt as of the financial statement date.

Risk and uncertainties

The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

New accounting standards

In September 1999, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position (SOP) 99-3, Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters (SOP 99-3). This SOP simplifies the disclosure of certain investment information of defined contribution plans. SOP 99-3 is effective for financial statements for plan years ending after December 15, 1999, with earlier application encouraged. The Plan has elected to adopt the provisions of this SOP for its Plan year ended December 31, 1999. The primary impact on the 1999 financial statements is the elimination of previously provided information by investment fund option.

Basis of accounting

The Plan's accounts are maintained on the accrual basis of accounting.

Investments

The fair value of the Plan's investment in the 401(k) Master Trust (Note 4) is based upon the beginning of the year value of the Plan's investment plus actual contributions, transfers and allocated investment income less actual withdrawals. Shares of registered investment companies included in the self-directed fund option are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Income from investments is recorded as earned.

Administrative expenses

Administrative costs, including trustee fees and certain investment costs, are paid by the Company.

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and benefit payments. Actual results could differ from those estimates. The Company believes the techniques and assumptions used in establishing these amounts are appropriate.

NOTE 3 - MASTER TRUST:

Under a Master Trust agreement with The Northern Trust Company (the Trustee), Part 2 of the Caterpillar Inc. Employees' Investment Plan (EIP), the Solar Turbines Incorporated Savings and Investment Plan and the Caterpillar Inc. Tax Deferred Savings Plan pool their investments in the Caterpillar Inc. 401(k) Master Trust (the Master Trust) in exchange for a percentage of participation in the Master Trust.

The Master Trust invests in the Preferred Group of Mutual Funds, registered investment companies which are sponsored by Caterpillar Investment Management Ltd. (CIML), a wholly-owned subsidiary of the Company. The options available to the participants through the Preferred Group of Mutual Funds are described in Note 1.

CIML manages the Preferred Small Cap Fund and the Preferred Short-Term Government Fund. All other funds are managed by unrelated investment managers. Caterpillar Securities, Inc., a wholly-owned subsidiary of CIML, distributes the shares of the mutual funds to the Master Trust.

The percentage of the Plan's participation in the Master Trust was determined based on the December 31, 1999 and 1998 market values of net assets, as accumulated by the Trustee for the investment funds of each plan. At December 31, 1999 and 1998, the Plan's pro rata interest in the quoted market values of net assets of the Master Trust was 14.67% and 14.99%, respectively.

Investment valuation

The Master Trust's investments are stated at fair value. Common stock and cash and cash equivalents are valued at quoted market prices. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Master Trust at year end. Participant loans are valued at cost which approximates fair value.

The net investment income or loss of the Master Trust is reflected in the financial statements of the Plan based on the actual earnings of each investment fund as allocated to the Plan based on average investment balances throughout the year. Details of the net assets and significant components of the changes in net assets of the Master Trust are as follows:

 

December 31,

 

1999

1998

Investments, at fair value:

    

    Cash and cash equivalents

$ 16,061
$ 12,191

    Common stock

330,694
343,517

    Registered investment companies

1,394,591
1,115,716

    Participant loans
27,405
24,686
 

        Total investments

1,768,751
1,496,110
 

Dividend and interest receivable

105
93

Transfers receivable from EIP Part 1

2,802
2,525

Contributions receivable
6,976
6,648

Receivable due from broker

7,700

Other receivable/(payable), net
197
259
 

        Master Trust net assets

$ 1,786,531
$ 1,505,635
 
     
     
 

For the year ended
December 31,

 

1999

1998
Investment income:    
    Interest
$ 2,917
$ 2,946
    Dividends
7,597
7,756
    Net appreciation (depreciation) in fair value of:
      Common stock
22,897
(15,546)
      Registered investment companies
228,248
165,523
 
        Net investment income
261,659
160,679
     
    Contributions to all plans
80,394
94,843
    Withdrawals from all plans
(128,500)
(76,445)
    Transfers from EIP Part 1
84,107
84,143
    Interfund transfers (to) from self-directed brokerage account, net
(16,764)
(1,437)
 
Increase in Master Trust net assets
280,896
261,783
Master Trust net assets:
    Beginning of year
1,505,635
1,243,852
 
    End of year
$ 1,786,531
$ 1,505,635
 
 
SUPPLEMENTAL SCHEDULES
SCHEDULE I

CATERPILLAR INC.
TAX DEFERRED SAVINGS PLAN

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999

(a)
(b)
(c)
(d)
(e)
Identity of Issue,
borrower, lessor
or similar party
Description of Investment, including
maturity date, rate of interest
collateral, par or maturity value
Cost
Current
Value
             

*

Caterpillar Inc.

 

401(k) Master Trust

 
* *
  

$266,278,000
             
 

Acorn

 

International; 95.87 units

     

3,387
 

American Century

  

Benham Target Mat TR2010; 197.37 units

     

10,571
     

Benham Target Mat TR2020; 19.99 units

     

588
     

Income & Growth; 321.86 units

     

10,960
      Global Natural Resource; 477.19 units      
6,232
     

Utilities; 280.74 units

     
4,621
     

20th Century Vista; 444.76 units

      

9,878
  American Funds   Investment Company of America; 187.37 units      
6,082
 

Artisan

  

International; 474.91 units

      

13,535
 

Baron

  

Asset; 189.24 units

      

11,122
     

Small Cap Fund; 1,697.71 units

      

30,559
     

Cash balance; 489.94 units

      

490
 

Century

  

Shares Trust; 14.75 units

      

506
 

Columbia

  

Real Estate Equity; 57.62 units

      

839
 

Dresdner RCM

  

Global Technology Fund; 79.15 units

      

4,687
 

Dreyfus

  

Appreciation Fund; 235.14 units

      

10,753
     

Disciplined Stock Class R; 127.67 units

      

5,459
     

Midcap Index Fund; 245.98 units

      

5,397
     

Short-term High Yield Secs; 481.23 units

      

4,933
 

FBR

  

Small Cap Financial Fund; 113.89 units

      

1,531
     

Financial Services Fund; 111.62 units

      

1,523
 

Fidelity

  

Worldwide; 270.55 units

      

5,384
     

Small Cap Stock; 48.43 units

      

615
     

Utilities; 266.27 units

      

6,862
     

Spartan High Income; 837.64 units

      

10,052
     

Government Securities; 590.94 units

      

5,525
     

Emerging Growth; 733.44 units

      

43,734
     

Dividend Growth; 2,377.54 units

      

68,924
     

Japan; 250.66 units

      

6,838
     

Japan Small Companies; 903.39 units

      

21,925
     

Overseas, 52.12 units

      

2,502
     

Retirement Growth; 311.88 units

      

8,062
 

Firsthand

  

Technology Leaders; 615.30 units

      

27,492
     

Technology Innovator; 33.90 units

      

1,673
     

E-Commerce; 44.53 units

      

662
     

Communications; 51.92 units

      

761
 

Franklin

  

Gold Class II; 652.80 units

      

6,247
 

Fremont

  

US Micro Capital; 51.71 units

      

2,035
 

Gabelli

  

GLBL Inter-Active Couch Potato; 305.86 units

      

10,757
 

Guinness Flight

  

China & Hong Kong; 637.50 units

      

11,252
 

Hotchkis & Wiley

  

International; 299.23 units

      

7,900
 

Icon

  

Technology; 52.60 units

      

1,026
 

The Internet

  

Fund; 65.10 units

      

3,237
 

Invesco Strategic

  

Health Sciences N/C; 57.76 units

      

3,171
     

Financial Services N/C; 200.23 units

      

5,330
     

Worldwide Communications; 68.11 units

      

3,517
     

High Yield Bond N/C; 96.22 units

      

619
 

Janus

  

Janus Fund; 398.22 units

      

17,542
     

Inv't Growth & Income; 425.83 units

      

17,859
     

Inv't Worldwide; 1,292.42 units

      

98,780
     

Inv't Twenty; 1,009.03 units

      

84,183
     

Global Technology; 2,253.33 units

      

69,696

(a)
(b)
(c)
(d)
(e)
Identity of issue,
borrower, lessor
or similar party
Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value
Cost
Current
Value
 

Janus

Special Situations; 107.08 units

  

2,468
   

Global Life Sciences; 1,426.06 units

  

22,960
   

Inv't Equity Income; 446.11 units

  

11,215
   

Olympus; 1,609.62 units

  

85,728
   

High Yield Bond; 0.30 units

  

3
   

Inv't Balanced; 451.69 units

  

10,565
   

Enterprise; 145.78 units

  

11,177
   

Inv't Overseas; 413.45 units

  

15,380
   

Inv't Mercury; 2,013.19 units

 

88,198
 

Lexington

Troika Dialog Russia Income; 137.21 units

  

925
 

Longleaf

Partners; 25.96 units

  

532
   

Realty; 25.10 units

  

319
 

Midas

Midas Fund; 950.93 units

  

1,293
 

Montgomery

Asset Allocation; 484.09 units

  

7,862
   

Emerging Asia; 282.61 units

  

3,304
 

Munder

Net Net Class A; 269.11 units

  

20,568
 

Neuberger & Berman

Partners Trust I; 486.09 units

  

8,740
   

Millennium Trust; 37.34 units

  

1,146
 

Oakmark

Oakmark Fund; 460.54 units

  

12,527
 

PBHG

Growth; 255.42 units

  

12,102
   

Tech & Communication; 374.99 units

  

25,522
 

Pin Oak

Aggressive Stock; 53.57 units

  

2,878
 

Red Oak

Technology Select; 69.89 units

  

1,701
 

RS

Value Plus and Growth N/C; 337.24 units

  

10,262
 

Rushmore

American Gas Index; 139.60 units

  

2,146
 

Rydex

OTC Fund; 146.50 units

  

12,066
 

Select

Technology; 10.81 units

  

1,647
   

Utilities Growth; 241.40 units

  

15,957
   

Develop Communications; 26.33 units

  

1,656
   

Telecom; 7.55 units

 

670
   

Electronics; 23.82 units

  

2,117
   

Computers; 20.26 units

  

2,117
 

SSGA

Money Market Fund; 615,411.57 units

  

615,412
 

Strong

Corporate Bond Income; 1,845.65 units

  

19,361
   

Index 500; 169.81 units

  

3,068
   

Growth & Income; 159.38 units

  

4,562
 

T Rowe Price

Health Sciences; 953.58 units

  

15,191
   

Equity Income; 58.40 units

  

1,449
   

Mid Cap Growth; 128.24 units

  

5,146
   

New Era; 763.01 units

  

16,634
   

Science & Technology; 273.87 units

  

17,448
 

Tweedy Browne

Global Value Fund; 197.61 units

  

3,994
 

Vanguard

US Growth Portfolio; 566.33 units

  

24,652
   

Growth & Income; 117.04 units

  

4,340
   

Short-Term Treasury; 1,096.66 units

  

10,978
   

Fixed Income Inter Term Co.; 1,576.04 units

  

14,515
   

Index Trust S&P 500 Port; 1,410.42 units

  

190,873
   

Growth Index; 2,509.76 units

  

98,960
 

Warburg Pincus

Growth & Income; 32.24 units

  

471
   

JSPSN OTC; 453.41 units

  

12,510
   

Global Telecomm; 16.44 units

  

1,180
   

Growth Fund of America; 233.71 units

  

6,810
   

Homestate Year 2000 Fund; 77.17 units

  

2,344
       
     
* *

2,163,464
       
       Total investments    

$268,441,464

** - Cost information is not applicable for participant directed investments

EXHIBIT B

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-8003) of Caterpillar Inc. of our report dated May 26, 2000 relating to the financial statements of the Caterpillar Inc. Tax Deferred Savings Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
May 26, 2000

 



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