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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[CATERPILLAR LOGO]
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File No. 1-768
CATERPILLAR INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-768 37-0602744
(Commission File Number) (IRS Employer I.D. No.)
100 NE Adams Street, Peoria, Illinois 61629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (309) 675-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock ($1.00 par value) Chicago Stock Exchange
New York Stock Exchange
Pacific Exchange, Inc.
Preferred Stock Purchase Rights Chicago Stock Exchange
New York Stock Exchange
Pacific Exchange, Inc.
9 3/8% Notes due July 15, 2000 New York Stock Exchange
9 3/8% Notes due July 15, 2001 New York Stock Exchange
9% Debentures due April 15, 2006 New York Stock Exchange
6% Debentures due May 1, 2007 New York Stock Exchange
9 3/8% Debentures due August 15, 2011 New York Stock Exchange
9 3/4% Sinking Fund Debentures due June 1, 2019 New York Stock Exchange
9 3/8% Debentures due March 15, 2021 New York Stock Exchange
8% Debentures due February 15, 2023 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of December 31, 1998, there were 357,198,355 shares of common stock of the
Registrant outstanding, and the aggregate market value of the voting stock held
by non-affiliates of the Registrant (assuming only for purposes of this
computation that directors and officers may be affiliates) was $16,237,606,240.
Documents Incorporated by Reference
Portions of the documents listed below have been incorporated by reference into
the indicated parts of this Form 10-K, as specified in the responses to the item
numbers involved.
. 1999 Annual Meeting Proxy Statement ("Proxy Statement") - Part III
. Annual Report to Security Holders filed as an appendix to the
1999 Annual Meeting Proxy Statement ("Appendix") - Parts I, II, and IV
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1998
TABLE OF CONTENTS
PART I
Item 1. Business.
Principal Lines of Business
---------------------------
Caterpillar operates in three principal lines of business:
1. Machinery - design, manufacture, and marketing of construction, mining,
agricultural, and forestry machinery - track and wheel tractors, track and
wheel loaders, pipelayers, motor graders, wheel tractor-scrapers, track and
wheel excavators, backhoe loaders, mining shovels, log skidders, log
loaders, off-highway trucks, articulated trucks, paving products,
telescopic handlers, skid steer loaders, and related parts.
2. Engines - design, manufacture, and marketing of engines for Caterpillar
Machinery, on-highway trucks, and locomotives; marine, petroleum,
construction, industrial, and other applications; electric power generation
systems; and related parts. Reciprocating engines meet power needs ranging
from 5 to over 21,000 horsepower (4 to over 15 660 kilowatts). Turbines
range from 1,340 to 18,000 horsepower (1000 to 13 500 kilowatts).
3. Financial Products - financing to customers and dealers for the purchase
and lease of Caterpillar and noncompetitive related equipment, as well as
some financing for Caterpillar sales to dealers. Also provides various
forms of insurance to customers and dealers to help support the purchase
and lease of our equipment. This line of business consists primarily of
Caterpillar Financial Services Corporation and its subsidiaries and
Caterpillar Insurance Services Corporation.
Due to financial information required by Statement of Financial Accounting
Standards No. 131, Disclosures about Segments of an Enterprise and Related
Information, we have also divided our business into eight operating segments for
financial reporting purposes. Information about our operating segments,
including geographic information, is incorporated by reference from Note 20 of
the Notes to Consolidated Financial Statements on pages A-16 through A-19 of the
Appendix.
Nature of Operations
--------------------
We conduct operations in our Machinery and Engines' lines of business under
highly competitive conditions, including intense price competition. In 1998,
pricing strategies pursued by our competitors had a negative impact on price
realization for our products, as price increases taken over the year were offset
by, among other things, higher price discounting.
Foreign currency exchange rate movements also affect our competitive position,
as exchange rate changes may affect business practices and/or pricing strategies
of non-U.S. based competitors. In 1998, the effect of the stronger dollar on
sales denominated in currencies other than U.S. dollars also had a negative
impact on price realization for our products.
Page 1
We place great emphasis upon the high quality and performance of our products
and our dealers' service support. Although no one competitor is believed to
produce all of the same types of machines and engines, there are numerous
companies, large and small, which compete with us in the sale of each of our
products.
Machines are distributed principally through a worldwide organization of
dealers, 64 located in the United States and 131 located outside the United
States. Worldwide, these dealers have more than 1,400 places of business and
serve 166 countries. Reciprocating engines are sold principally through the
worldwide dealer organization and to other manufacturers for use in products
manufactured by them. Some of the reciprocating engines manufactured by Perkins
are also sold through their worldwide distributor network. Our dealers do not
deal exclusively with our products; however, in most cases sales and servicing
of our products are our dealers' principal business. Turbines and large marine
reciprocating engines are sold through sales forces employed by Solar and MaK,
respectively. Occasionally, these employees are assisted by independent sales
representatives.
Our Financial Products' line of business also conducts business under highly
competitive conditions. Financing for users of Caterpillar products is
available through a variety of competitive sources, principally commercial banks
and finance and leasing companies. We emphasize prompt and responsive service
to meet customer requirements and offer various financing plans designed to
increase the opportunity for sales of our products and generate financing income
for our company. Financial Products' activity is primarily conducted in the
United States, with additional offices in Asia, Australia, Canada, Europe, and
Latin America.
During the first quarter of 1998, we acquired the net assets of Perkins Ltd. and
the stock of several related subsidiaries for $1.328 billion. We paid for this
acquisition using a combination of existing cash and new debt. Perkins is a
leading manufacturer of small- to medium-sized diesel engines.
Information about our operations in 1998 and outlook for 1999, including risks
associated with foreign operations, are incorporated by reference from
"Management's Discussion and Analysis" on pages A-21 through A-31 of the
Appendix. Additional information about our outlook for 1999 and associated risks
and uncertainties is incorporated by reference from reports filed on Form 8-K on
January 20, 1999 and March 12, 1999.
Patents and Trademarks
----------------------
Our products are sold primarily under the marks "Caterpillar," "Cat," "Solar,"
"Barber-Greene," "MaK" and "Perkins." We own a number of patents and trademarks
relating to the products we manufacture, which have been obtained over a period
of years. These patents and trademarks have been of value in the growth of our
business and may continue to be of value in the future. We do not regard any of
our business as being dependent upon any single patent or group of patents.
Page 2
Research and Development
------------------------
We have always placed strong emphasis on product-oriented research and
engineering relating to the development of new or improved machines, engines and
major components. In 1998, 1997, and 1996, we spent $838 million, $700 million,
and $570 million, respectively, on our research and engineering programs. Of
these amounts, $643 million in 1998, $528 million in 1997, and $410 million in
1996 were attributable to new prime products, major component development and
major improvements to existing products. The remainders were attributable to
engineering costs incurred during the early production phase as well as ongoing
efforts to improve existing products. We expect to continue the development of
new products and improvements to existing products in the future, with a focus
in the areas of power generation equipment, smaller machines, and agricultural
products.
Employment
----------
At December 31, 1998, we employed 65,824 persons of whom 25,563 were located
outside the United States.
Sales
-----
Sales outside the United States were 49% of consolidated sales for 1998 and 51%
for 1997 and 1996.
Environmental Matters
---------------------
The company is regulated by federal, state, and international environmental laws
governing our use of substances and control of emissions. Compliance with these
existing laws has not had a material impact on our capital expenditures,
earnings, or competitive position.
We are cleaning up hazardous waste at a number of locations, often with other
companies, pursuant to federal and state laws. When it is likely we will pay
clean-up costs at a site and those costs can be estimated, the costs are charged
against our earnings. In making that estimate, we do not consider amounts
expected to be recovered from insurance companies and others.
The amount set aside for environmental clean-up is not material and is included
in "Accounts payable and accrued expenses" in Statement 3 of the Appendix. If a
range of liability estimates is available on a particular site, we accrue the
lower end of that range.
We cannot estimate costs on sites in the very early stages of clean-up.
Currently, we have five of these sites and there is no more than a remote chance
that a material amount for clean-up will be required.
Item 1a. Executive Officers of the Registrant as of December 31, 1998 (except
as noted)
Page 3
Page 4
Item 2. Properties.
General Information
-------------------
Caterpillar's operations are highly integrated. Although the majority of our
plants are involved primarily in the production of either machines or engines,
several plants are involved in the manufacture of both. In addition, several
plants are involved in the manufacture of components which are used in the
assembly of both machines and engines. Caterpillar's parts distribution centers
are involved in the storage and distribution of parts for machines and engines.
Also, the research and development activities carried on at the Technical Center
involve both machines and engines.
Properties we own are believed to be generally well maintained and adequate for
present use. Through planned capital expenditures, we expect these properties to
remain adequate for future needs. Properties we lease are covered by leases
expiring over terms of generally 1 to 10 years. We anticipate no difficulty in
retaining occupancy of any leased facilities, either by renewing leases prior to
expiration or by replacing them with equivalent leased facilities.
Consolidations, Closures, and Sales
-----------------------------------
Over the last five years, we have consolidated operations and/or closed
facilities in the ordinary course of business. In March 1996, we announced that
the Precision Barstock Products operation located in York, Pennsylvania would be
closed. We are in the final stages of closing the unit. Additional information
regarding plant closing and consolidation costs is incorporated by reference
from Note 19 of the Notes to Consolidated Financial Statements on page A-16 of
the Appendix.
Page 5
Headquarters
------------
Our corporate headquarters are in Peoria, Illinois. Additional marketing
headquarters are located both inside and outside the United States. The
Financial Products Division is headquartered in leased offices located in
Nashville, Tennessee.
Distribution
------------
Distribution of our products is conducted from parts distribution centers inside
and outside the United States. Caterpillar Logistics Services, Inc. distributes
other companies' products utilizing certain of our distribution facilities as
well as other non-Caterpillar facilities located both inside and outside the
United States. We also own or lease other storage facilities which support
distribution activities.
Technical Center, Training Centers, Demonstration Areas, and Proving Grounds
----------------------------------------------------------------------------
We own a Technical Center located in Mossville, Illinois and various other
training centers, demonstration areas, and proving grounds located both inside
and outside the United States.
Changes in Fixed Assets
-----------------------
During the five years ended December 31, 1998, changes in our investment in
property, plant and equipment were as follows (stated in millions of dollars):
At December 31, 1998, the net book value of properties located outside the
United States represented 32.7% of the net properties on the consolidated
financial position. Additional information about our investment in plant,
property and equipment is incorporated by reference from Note 1E on page A-7 and
Note 9 on page A-12 of the Notes to Consolidated Financial Statements of the
Appendix.
Manufacturing, Remanufacturing, and Overhaul
--------------------------------------------
Manufacturing, remanufacturing, and overhaul of our products are conducted at
the following locations. These facilities are believed to be suitable for their
intended purposes with adequate capacities for current and projected needs for
existing products.
Page 6
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Manufacturing - Inside the U.S.
Michigan
California . Menominee
. Gardena Minnesota
. San Diego . Mankato
Florida . Minneapolis
. Jacksonville . New Ulm
Georgia Mississippi
. Jefferson . Oxford
. LaGrange Missouri
. Thomasville . Boonville
Illinois . West Plains
. Aurora Nebraska
. Champaign/1/ . Omaha
. Decatur North Carolina
. DeKalb . Clayton
. Dixon . Franklin
. East Peoria . Leland
. Joliet . Morganton
. Mapleton . Sanford
. Mossville Ohio
. Peoria . Marion
. Pontiac Oregon
. Sterling . Dallas
Indiana South Carolina
. Lafayette . Greenville
Kansas . Sumter
. Wamego Tennessee
Kentucky . Dyersburg
. Danville . Rockwood
Texas
. Houston
--------------------------------------------------------------------------------
Manufacturing - Outside the U.S.
Australia India
. Burnie/1/ . Bangalore/1/
. Melbourne . Mumbai/1/
. Perth Indonesia
Belgium . Jakarta/2/
. Gosselies Italy
Brazil . Bazzano
. Piracicaba . Jesi
Canada . Milan/1/
. Montreal Japan
England . Akashi/1/
. Leicester . Sagamihara/1/
. Peterborough Mexico
. Peterlee . Monterrey
. Shrewsbury . Tijuana
. Skinningrove The Netherlands
. Slough/2/ . Hertogenbosch
. Stafford Northern Ireland
. Stockton . Belfast/1/
. Wolverhampton . Larne/1/
France People's Republic
. Arras of China
. Grenoble . Erliban/1/
. Rantigny . Shunde/1/
Germany . Tianjin/2/
. Kiel . Xuzhou/2/
. Wackersdorf Poland
. Zweibrucken . Janow Lubelski/2/
Hungary Russia
. Godollo/2/ . St. Petersburg
South Africa
. Johannesburg
Sweden
. Soderhamn
/1/ Facility of affiliated company (50% or less owned)
/2/ Facility of partially owned subsidiary (more than 50%, less than 100%)
--------------------------------------------------------------------------------
Remanufacturing and Overhaul - Inside the U.S.
Mississippi
. Corinth
. Prentiss County
Texas
. De Soto
. Mabank
--------------------------------------------------------------------------------
Remanufacturing and Overhaul - Outside the U.S.
Australia Ireland
. Melbourne . Dublin
Belgium Malaysia
. Gosselies . Kuala Lumpur
Canada Mexico
. Edmonton . Nuevo Laredo
Indonesia . Tijuana
. Bandung . Veracruz
Nigeria
. Port Harcourt
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Page 7
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Information required by Item 5 is incorporated by reference from "Price Ranges"
and "Number of Stockholders" on page A-32 and from "Dividends paid per share of
common stock" on page A-27 of the Appendix.
We have fifteen employee stock purchase plans administered outside the United
States for our foreign employees. These plans are not registered with the
Securities and Exchange Commission and are exempt from such registration
pursuant to Regulation S under the Securities Act. As of December 31, 1998,
those plans had approximately 4,697 participants in the aggregate. During the
fourth quarter of 1998, a total of 14,593 shares of Caterpillar common stock or
foreign denominated equivalents were distributed under the plans.
Item 6. Selected Financial Data.
Information required by Item 6 is incorporated by reference from the "Five-year
Financial Summary" on page A-20 of the Appendix.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Information required by Item 7 is incorporated by reference from "Management's
Discussion and Analysis" on pages A-21 through A-31 of the Appendix. The
following information updates Appendix disclosure on our approach to the Year
2000 challenge.
YEAR 2000 CHALLENGE
-------------------
Our Approach
Caterpillar has a comprehensive plan to address the Year 2000 challenge. A Year
2000 Steering Committee, chaired by a member of our Executive Office, is charged
with monitoring Year 2000 efforts of our business units and reporting status to
our Executive Office and Board of Directors. Although this team has monitoring
responsibility, vice presidents in charge of each business unit are responsible
for identifying, evaluating, and implementing changes necessary to achieve
readiness within their units.
Page 8
Remediation History and Status
Caterpillar began addressing the Year 2000 challenge as part of plant
modernization and corporate restructuring initiatives in the late 1980s and
early 1990s. New systems incorporated Year 2000 compliance by design. In 1994,
Caterpillar's corporate information systems division initiated projects to
address the Year 2000 issue. Today, all Caterpillar business units are engaged
in a comprehensive effort to meet the Year 2000 challenge as it impacts their
internal and external customers.
We have established five Year 2000 phases under which units measure their
progress:
. Inventory -- identifying key business areas and related products and
services (both internal and external) potentially impacted by the Year 2000
issue;
. Analysis -- determining how a product or service is impacted and preparing
a plan to address the issue;
. Remediation -- making the necessary changes to bring the product or service
into compliance;
. Validation -- testing the product or service to ensure it is Year 2000
compliant; and
. Implementation -- installing necessary changes in production.
Internal Systems
As of March 1, 1999, substantially all Caterpillar business units have completed
an inventory of internal systems having potential Year 2000 issues. By internal
systems, we mean both information technology and non-information technology
systems. Analysis to address Year 2000 issues has been completed on all critical
systems within the control of our units. Of those critical systems, about 94%
have been remediated and 91% validated. For about 86% of all critical systems
within our control, Year 2000 fixes have been implemented.
About 81% of our business units report that mission-critical systems within
their control will be fixed, tested, and in production by June 1, 1999. All
units report that mission-critical and significant priority systems will attain
that status by October 1, 1999.
Caterpillar Products
For some time, we have been assessing the potential impact of the Year 2000
challenge on the operation of machines and engines sold by Caterpillar. Our
Electrical and Electronics business unit has substantially completed its review,
evaluation, and testing of electronic components and service tools used on
Caterpillar machines and engines for Year 2000 related problems. This review
included all electronic control modules, display and monitoring systems,
generator set control systems, and electronic service tools under the design
control of that business unit.
As a result of this assessment and others completed by Caterpillar, it is our
position at this time that the Year 2000 challenge should not have any
significant impact on the performance of previous, present, or future
Caterpillar machines and engines. We note that our assessment of the Year 2000
impact across our product line is an ongoing process and subject to further
review. We are committed to delivering the highest quality products and services
to our customers currently and beyond the Year 2000.
Page 9
Suppliers and Caterpillar Dealers
We are actively assessing the Year 2000 readiness of our significant third-party
suppliers. Those efforts include survey mailings, presentations, review of
supplier Year 2000 statements, and follow-up activities with suppliers that have
not responded to requests for information. For suppliers that have not
responded, we are following up to achieve ultimately an acceptable comfort level
with our supply chain. For suppliers posing a significant risk, contingency
plans are being developed.
Analysis to address Year 2000 issues has been completed on about 95% of critical
dependencies (including suppliers, utilities, and transportation services)
outside the control of our business units. For 71% of these critical
dependencies, we have implemented Year 2000-ready solutions or confirmed that
the business partner or dependency was already Year 2000 compliant. Dependencies
reported as outside the control of our units may include those supplied by other
units within Caterpillar as well as those supplied by outside companies.
We are also assessing the readiness of our dealers. Efforts in the U.S. and
outside the U.S. include mailings requesting information on remediation plans
and status, periodic regional meetings with dealers and their information
systems managers, and on-site assessments by Caterpillar managers responsible
for specific dealer regions. Based on these communications, we expect that by
the end of 1999 our dealers will be in a position to service customers without
any significant business disruption related to the Year 2000 issue. We will
continually monitor dealer progress against this time frame.
Costs
The following cost estimates, which are as of March 1, 1999, would not have a
material impact on Caterpillar's results, financial position, or cash flow. As
of March 1, 1999, we have incurred about two-thirds of these estimated total
costs. As necessary, we will refine these estimates.
We anticipate incurring $130-150 million in Year 2000-related costs. Of these
costs, capital costs for the replacement of systems, hardware, or equipment are
currently estimated to be $20-30 million.
These budgeted costs may not include all of the cost of implementing contingency
plans, which are in the process of being developed. These estimates also do not
include litigation or warranty costs related to the Year 2000 issue, which at
this time cannot be reasonably estimated.
Risks
Our estimates on cost, remediation time frame, and potential financial impact
are based on information we have currently. There can be no assurance these
estimates will prove accurate and actual results could differ materially from
those currently anticipated.
Page 10
Factors that could cause actual results to differ include unanticipated supplier
or dealer failures; utilities, transportation, or telecommunications breakdowns;
U.S. or non-U.S. government failures; and unanticipated failures on our part to
address Year 2000-related issues.
The most reasonably likely worst case scenario in light of these risks would
involve a potential loss in sales resulting from production and shipping delays
caused by Year 2000-related disruptions. Under this scenario, manual procedures
would be required for order processing, invoicing, supplier management
processing, warranty claim processing, and for certain factory machine tool
operations. The degree of sales loss impact would depend on the severity of the
disruption, the time required to correct it, whether the sales loss was
temporary or permanent, and the degree to which our primary competitors were
also impacted by the disruption.
To minimize the potential impact of the most reasonably likely worst case
scenario, each Caterpillar business unit is developing contingency plans.
Finalized contingency plans may involve manual procedures for machine operation,
manual procedures for collecting and reporting data, inventory adjustments for
major components, and considering alternative sources of supply. Contingency
plans, where deemed necessary, will be finalized by the end of 1999.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk.
Information required by Item 7a is incorporated by reference from the following
Notes to Consolidated Financial Statements - Notes 1G and 2 on page A-8 and A-9
of the Appendix and Notes 16 and 17 on page A-15 through A-16 of the Appendix
and from "Derivative Financial Instruments" on pages A-27 through A-29 of the
Appendix.
Item 8. Financial Statements and Supplementary Data.
Information required by Item 8 is incorporated by reference from the Report of
Independent Accountants on page A-3, and the Financial Statements and Notes to
Consolidated Financial Statements on pages A-4 through A-19 of the Appendix.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information required by Item 10 relating to identification of directors is
incorporated by reference from "Directors Up For Election This Year for Terms
Expiring in 2002," "Directors Remaining in Office Until 2001," and "Directors
Remaining in Office Until 2000" on pages 3 and 4 of the Proxy Statement.
Identification of executive officers appears in Item 1a of this Form 10-K. There
are no family relationships between the officers and directors of the Company.
All officers serve at the pleasure of the Board of Directors and are regularly
elected at a meeting of the Board of Directors in April of each year.
Page 11
Item 11. Executive Compensation.
Information required by Item 11 is incorporated by reference from "Director
Compensation" on page 6, "Performance Graph" on page 8, "Report of the
Compensation Committee on Executive Compensation" on pages 9 through 15, and
"Executive Compensation Tables" on pages 16 through 18 of the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Information required by Item 12 is incorporated by reference from "Caterpillar
Stock Beneficially Owned by Officers and Directors (as of December 31, 1998)" on
page 7 of the Proxy Statement and from "Persons Owning More than Five Percent of
Caterpillar Stock (as of December 31, 1998)" on page 8 of the Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements (Incorporated by reference from the Appendix):
. Report of Independent Accountants (p. A-3)
. Statement 1 - Consolidated Results of Operations (p. A-4)
. Statement 2 - Changes in Consolidated Stockholders' Equity (p. A-4)
. Statement 3 - Financial Position (p. A-5)
. Statement 4 - Statement of Cash Flow (p. A-6)
. Notes to Consolidated Financial Statements (pp. A-7 through A-19)
2. Financial Statement Schedule:
. All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the
notes thereto incorporated by reference.
(b) There were four reports, one dated October 15, two dated October 16,
and one dated December 16 filed on Form 8-K pursuant to Item 5 during
the last quarter of 1998 and additional reports filed on Form 8-K on
January 14, January 20, February 4, and March 12, 1999. No financial
statements were filed as part of those reports.
(c) Exhibits:
3.1 Restated Certificate of Incorporation (incorporated by
reference from Exhibit 3(i) to the Form 10-Q filed for the
first quarter of 1998).
3.2 Certificate of Designation, Preferences and Rights of the Terms
of the Series A Junior Participating Preferred Stock
(incorporated by reference from Exhibit 2 to Form 8-A filed
December 11, 1996).
Page 12
3.3 Bylaws, amended and restated.
4 Rights Agreement dated as of December 11, 1996, between
Caterpillar Inc. and First Chicago Trust Company of New York
(incorporated by reference from Exhibit 1 to Form 8-A filed
December 11, 1996).
10.1 Caterpillar Inc. 1996 Stock Option and Long-Term Incentive
Plan, amended and restated as of June 9, 1998 (incorporated by
reference from Exhibit 10 to the Form 10-Q filed for the second
quarter of 1998).**
10.2 Caterpillar Inc. 1987 Stock Option Plan, as amended and
restated and Long Term Incentive Supplement (incorporated by
reference from Exhibit 4.2 to Form S-3 (Reg. No. 333-43133)
filed December 23, 1997).**
10.3 Supplemental Pension Benefit Plan, as amended and restated
(incorporated by reference from Exhibit 10(c) to the 1993 Form
10-K).**
10.4 Supplemental Employees' Investment Plan, as amended and
restated (incorporated by reference from Exhibit 10(d) to the
1996 Form 10-K).**
10.5 Caterpillar Inc. 1998 Corporate Incentive Compensation Plan
Management and Salaried Employees, as amended and restated.**
10.6 Directors' Deferred Compensation Plan, as amended and restated
(incorporated by reference from Exhibit 10(f) to the 1996 Form
10-K).**
10.7 Directors' Charitable Award Program (incorporated by reference
from Exhibit 10(h) to the 1993 Form 10-K).**
10.8 Deferred Employees' Investment Plan, as amended and restated.**
11 Statement re: Computation of per Share Earnings (incorporated
by reference from Note 15 of the Notes to Consolidated
Financial Statements appearing on page A-15 of the Appendix).
12 Statement Setting Forth Computation of Ratios of Profit to
Fixed Charges.
13 Annual Report to Security Holders attached as an Appendix to
the Company's 1999 Annual Meeting Proxy Statement.
21 Subsidiaries and Affiliates of the Registrant.
23 Consent of Independent Accountants.
27 Financial Data Schedule.
99.1 Form 11-K for Caterpillar Foreign Service Employees' Stock
Purchase Plan.
** Compensatory plan or arrangement required to be filed as an exhibit pursuant
to Item 14(c) of this Form 10-K.
Page 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CATERPILLAR INC.
(Registrant)
By: /s/ R. R. ATTERBURY III
--------------------------
Date: March 26, 1999 R. R. Atterbury III, Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
Page 14
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