Caterpillar
CAT
#29
Rank
$409.14 B
Marketcap
$888.31
Share price
-3.47%
Change (1 day)
152.15%
Change (1 year)

Caterpillar Inc. is the world's largest construction equipment manufacturer with headquarters in Peoria, Illinois. In addition to construction machinery, Caterpillar also manufactures diesel engines, gas engines and industrial gas turbines.

Caterpillar - 10-Q quarterly report FY


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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

 
/x/
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2000

OR

/ /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                

CATERPILLAR INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-768
(Commission File Number)
 37-0602744
(IRS Employer I.D. No.)
 
100 NE Adams Street, Peoria, Illinois
(Address of principal executive offices)
 
 
 
61629
(Zip Code)

Registrant's telephone number, including area code: (309) 675-1000


    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 / /

    At June 30, 2000, 345,714,523 shares of common stock of the Registrant were outstanding.




    This summary page highlights selected information and may not contain all of the information that is important to you. For a detailed analysis of the company's results for the second quarter, you should read the entire document.


SUMMARY OF RESULTS

    On July 20, 2000 Caterpillar Inc. reported second-quarter sales and revenues of $5.36 billion, $262 million or 5 percent higher than second-quarter 1999. The increase was primarily due to higher physical volume. Financial Products revenues increased $27 million or 10 percent from second quarter 1999.

    Profit of $315 million was $32 million or 11 percent higher than second-quarter 1999. The increase was due primarily to improved manufacturing efficiencies and the higher physical volume. These favorable changes were partially offset by unfavorable other income, mostly due to discounts on the securitization of receivables and foreign exchange losses. Profit per share was 90 cents, up 15 percent.

    "Through the first half of 2000, customer demand for Cat products in total remained solid, though in the U.S., higher interest rates and other factors have softened the market for construction equipment and truck engines," said Chairman and CEO Glen Barton. "Our global diversification, broad product line and the variety of businesses in which we compete continue to create a broad base of opportunities. Sales increased in all regions of the world. Strong demand for quality power in telecommunications, process manufacturing and internet service operations in North America and Europe is driving a dramatic increase in Caterpillar's electric power business. Although there have been changes in components of our outlook and we are concerned about the interest rate environment for the rest of the year, the overall outlook for 2000 remains unchanged — sales are expected to be up slightly and profit to be up moderately."


HIGHLIGHTS — SECOND-QUARTER 2000 COMPARED WITH SECOND-QUARTER 1999

    Sales and revenues of $5.36 billion were $262 million or 5 percent higher. Revenues from Financial Products increased 10 percent.

    Sales inside the United States were 52 percent of worldwide sales compared with 53 percent a year ago.

    Profit of $315 million was $32 million or 11 percent above second-quarter 1999.

    Profit per share of 90 cents was up 15 percent.

    3.06 million shares were repurchased during the quarter under the program announced in October 1998 to reduce the number of shares outstanding to 320 million over a three to five year period. On June 30, 2000 there were 345.7 million shares outstanding.

    As previously announced, dividends were increased by 5 percent in June, bringing the quarterly payout to 34 cents per share. This is the seventh consecutive year dividends have been increased.

OUTLOOK

    We continue to expect full-year 2000 sales and revenues to be slightly higher than 1999 and profit to increase moderately. (Complete outlook begins on page 14.)

1



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


Caterpillar Inc.
Statement of Results of Operations
(Unaudited)
(Millions of dollars except per share data)

 
 Consolidated
 Machinery & Engines(1)
 Financial Products
 
 Three Months Ended
June 30,

 Three Months Ended
June 30,

 Three Months Ended
June 30,

 
 2000
 1999
 2000
 1999
 2000
 1999
Sales and revenues:                  
 Sales of Machinery and Engines $5,056 $4,821 $5,056 $4,821 $ $
 Revenues of Financial Products  307  280      359  315
    
 
 
 
 
 
 Total sales and revenue  5,363  5,101  5,056  4,821  359  315
 
Operating costs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Cost of goods sold  3,840  3,743  3,840  3,743    
 Selling, general, and administrative expenses  647  632  514  516  143  123
 Research and development expenses  157  152  157  152    
 Interest expense of Financial Products  170  136      181  142
    
 
 
 
 
 
 Total operating costs  4,814  4,663  4,511  4,411  324  265
    
 
 
 
 
 
 
Operating profit
 
 
 
 
 
549
 
 
 
 
 
438
 
 
 
 
 
545
 
 
 
 
 
410
 
 
 
 
 
35
 
 
 
 
 
50
  
Interest expense excluding Financial Products
 
 
 
 
 
74
 
 
 
 
 
65
 
 
 
 
 
74
 
 
 
 
 
65
 
 
 
 
 
 
 
 
 
 
 Other income (expense)  (1) 49  (50) 15  18  12
    
 
 
 
 
 
 
Consolidated profit before tax
 
 
 
 
 
474
 
 
 
 
 
422
 
 
 
 
 
421
 
 
 
 
 
360
 
 
 
 
 
53
 
 
 
 
 
62
  
Provision for income tax
 
 
 
 
 
151
 
 
 
 
 
136
 
 
 
 
 
134
 
 
 
 
 
113
 
 
 
 
 
17
 
 
 
 
 
23
    
 
 
 
 
 
 Profit of consolidated companies  323  286  287  247  36  39
  
Equity in profit (loss) of unconsolidated Affiliated companies (Note 4)
 
 
 
 
 
(8
 
)
 
 
 
(3
 
)
 
 
 
(8
 
)
 
 
 
(3
 
)
 
 
 
 
 
 
 
 
 Equity in profit of Financial Products' Subsidiaries      36  39    
    
 
 
 
 
 
 
Profit
 
 
 
$
 
315
 
 
 
$
 
283
 
 
 
$
 
315
 
 
 
$
 
283
 
 
 
$
 
36
 
 
 
$
 
39
    
 
 
 
 
 
 
Profit per share of common stock (Note 6)
 
 
 
$
 
0.91
 
 
 
$
 
0.80
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
            
 
Profit per share of common stock — assuming dilution (Note 6)
 
 
 
$
 
0.90
 
 
 
$
 
0.78
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
            
 
Cash dividends paid per share of
common stock
 
 
 
$
 
0.325
 
 
 
$
 
0.30
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
            

(1)
Represents Caterpillar Inc. and its subsidiaries except for Financial Products, which is accounted for on the equity basis.

The supplemental consolidating data is presented for the purpose of additional analysis. Transactions between Machinery & Engines and Financial Products have been eliminated to arrive at the consolidated data.

See accompanying notes to Consolidated Financial Statements

2



    Caterpillar Inc.
    Statement of Results of Operations
    (Unaudited)
    (Millions of dollars except per share data)

     
     Consolidated
     Machinery & Engines(1)
     Financial Products
     
     Six Months Ended
    June 30,

     Six Months Ended
    June 30,

     Six Months Ended
    June 30,

     
     2000
     1999
     2000
     1999
     2000
     1999
    Sales and revenues:                  
     Sales of Machinery and Engines $9,681 $9,419 $9,681 $9,419 $ $
     Revenues of Financial Products  601  549      689  618
        
     
     
     
     
     
     Total sales and revenue  10,282  9,968  9,681  9,419  689  618
     
    Operating costs:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     Cost of goods sold  7,398  7,321  7,398  7,321    
     Selling, general, and administrative expenses  1,284  1,285  1,037  1,067  265  232
     Research and development expenses  312  307  312  307    
     Interest expense of Financial Products  323  265      344  276
        
     
     
     
     
     
     Total operating costs  9,317  9,178  8,747  8,695  609  508
        
     
     
     
     
     
     
    Operating profit
     
     
     
     
     
    965
     
     
     
     
     
    790
     
     
     
     
     
    934
     
     
     
     
     
    724
     
     
     
     
     
    80
     
     
     
     
     
    110
      
    Interest expense excluding Financial Products
     
     
     
     
     
    145
     
     
     
     
     
    132
     
     
     
     
     
    145
     
     
     
     
     
    132
     
     
     
     
     
     
     
     
     
     
     Other income (expense)  40  65  (42) (2) 33  23
        
     
     
     
     
     
     
    Consolidated profit before tax
     
     
     
     
     
    860
     
     
     
     
     
    723
     
     
     
     
     
    747
     
     
     
     
     
    590
     
     
     
     
     
    113
     
     
     
     
     
    133
      
    Provision for income tax
     
     
     
     
     
    274
     
     
     
     
     
    232
     
     
     
     
     
    235
     
     
     
     
     
    183
     
     
     
     
     
    39
     
     
     
     
     
    49
        
     
     
     
     
     
     Profit of consolidated companies  586  491  512  407  74  84
      
    Equity in profit (loss) of unconsolidated Affiliated companies (Note 4)
     
     
     
     
     
    (13
     
    )
     
     
     
    (3
     
    )
     
     
     
    (14
     
    )
     
     
     
    (3
     
    )
     
     
     
    1
     
     
     
     
     
     Equity in profit of Financial Products' Subsidiaries      75  84    
        
     
     
     
     
     
     
    Profit
     
     
     
    $
     
    573
     
     
     
    $
     
    488
     
     
     
    $
     
    573
     
     
     
    $
     
    488
     
     
     
    $
     
    75
     
     
     
    $
     
    84
        
     
     
     
     
     
     
    Profit per share of common stock (Note 6)
     
     
     
    $
     
    1.64
     
     
     
    $
     
    1.37
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
      
     
                
     
    Profit per share of common stock — assuming dilution (Note 6)
     
     
     
    $
     
    1.63
     
     
     
    $
     
    1.35
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
      
     
                
     
    Cash dividends paid per share of
    common stock
     
     
     
    $
     
    0.65
     
     
     
    $
     
    0.60
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
      
     
                

    (1)
    Represents Caterpillar Inc. and its subsidiaries except for Financial Products, which is accounted for on the equity basis.

    The supplemental consolidating data is presented for the purpose of additional analysis. Transactions between Machinery & Engines and Financial Products have been eliminated to arrive at the consolidated data.

    See accompanying notes to Consolidated Financial Statements

    3


      Caterpillar Inc.
      Statement of Changes in Stockholders' Equity
      For the Six Months Ended
      (Unaudited)
      (Dollars in millions)

       
       Consolidated
       
       
       June 30, 2000
       June 30, 1999
       
      Common Stock:             
       Balance at beginning of period $(1,230)   $(993)   
        
      Common shares issued, including treasury shares reissued:
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       (June 30, 2000 — 331,242; June 30, 1999 — 1,281,193)  13     16    
       Treasury shares purchased:             
       (June 30, 2000 — 8,394,600; June 30, 1999 — 2,926,500)  (326)    (149)   
        
          
          
       Balance at end of period  (1,543)    (1,126)   
        
          
          
       
      Profit employed in the business:
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       Balance at beginning of period  6,617     6,123    
       Profit  573 $573  488 $488 
       Dividends declared  (231)    (222)   
        
          
          
       Balance at end of period  6,959     6,389    
        
          
          
       
      Accumulated other comprehensive income:
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       Foreign currency translation adjustment: (1)             
        Balance at beginning of period  125     65    
        Aggregate adjustment for period  (23) (23) 20  20 
        
          
          
        Balance at end of period  102     85    
        
          
          
        
      Minimum Pension Liability Adjustment: (1)
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
        Balance at beginning of period  (47)    (64)   
        Aggregate adjustment for period  (13) (13) (38) (38)
        
          
       
       
        Balance at end of period  (60)    (102)   
       Comprehensive income    $537    $470 
           
          
       
      Stockholders' equity at end of period $5,458    $5,246    
        
          
          

      (1)
      No reclassification adjustments to report.

      See accompanying notes to Consolidated Financial Statements

      4


        Caterpillar Inc.
        Statement of Financial Position *
        (Dollars in millions)

         
         Consolidated
         Machinery &
        Engines (1)

         Financial Products
         
         
         June 30,
        2000

         Dec. 31,
        1999

         June 30,
        2000

         Dec. 31,
        1999

         June 30,
        2000

         Dec. 31,
        1999

         
        Assets                   
         Current assets:                   
          Cash and short-term investments $469 $548 $374 $440 $95 $108 
          Receivables — trade and other  2,517  3,233  2,515  2,357  1,172  1,761 
          Receivables — finance  5,554  4,206      5,554  4,206 
          Deferred income taxes  445  405  429  394  16  11 
          Prepaid expenses  818  748  825  765  3  3 
          Inventories (Note 5)  2,555  2,594  2,555  2,594     
          
         
         
         
         
         
         
          Total current assets  12,358  11,734  6,698  6,550  6,840  6,089 
         Property, plant and equipment — net  5,253  5,201  4,197  4,287  1,056  914 
         Long-term receivables — trade and other  76  95  76  95     
         Long-term receivables — finance  6,092  5,588      6,092  5,588 
         Investments in unconsolidated affiliated companies
        (Note 4)
          559  553  520  523  39  30 
         Investments in Financial Products' subsidiaries      1,530  1,464     
         Deferred income taxes  917  954  939  974  11  9 
         Intangible assets  1,508  1,543  1,504  1,541  4  2 
         Other assets  1,121  967  726  648  395  319 
          
         
         
         
         
         
         
        Total assets $27,884 $26,635 $16,190 $16,082 $14,437 $12,951 
            
         
         
         
         
         
         
        Liabilities                   
         Current liabilities:                   
          Short-term borrowings $927 $770 $75 $51 $1,354 $1,030 
          Accounts payable  2,266  2,003  2,488  2,317  171  41 
          Accrued expenses  1,102  1,048  772  758  375  337 
          Accrued wages, salaries, and employee benefits  1,041  1,115  1,032  1,104  9  11 
          Dividends payable  118  115  118  115    29 
          Deferred and current income taxes payable  85  23  20  (12) 65  35 
          Deferred liability          274  190 
          Long-term debt due within one year  2,956  3,104  155  167  2,801  2,937 
            
         
         
         
         
         
         
         Total current liabilities  8,495  8,178  4,660  4,500  5,049  4,610 
         Long-term debt due after one year  10,853  9,928  3,047  3,099  7,806  6,829 
         Liability for postemployment benefits  2,534  2,536  2,534  2,536     
         Deferred income taxes and other liabilities  544  528  491  482  52  48 
            
         
         
         
         
         
         
        Total Liabilities  22,426  21,170  10,732  10,617  12,907  11,487 
            
         
         
         
         
         
         
        Stockholders' Equity                   
        Common Stock of $1.00 par Authorized shares: 900,000,000 Issued shares: (6/30/00 — 407,447,312; 12/31/99 — 407,447,312) at paid in amount  1,049  1,045  1,049  1,045  782  762 
         Profit employed in the business  6,959  6,617  6,959  6,617  819  744 
         Accumulated other comprehensive income  42  78  42  78  (71) (42)
        Treasury stock (6/30/00 — 61,732,789; 12/31/99 — 53,669,431) at cost  (2,592) (2,275) (2,592) (2,275)    
            
         
         
         
         
         
         
        Total Stockholders' Equity  5,458  5,465  5,458  5,465  1,530  1,464 
            
         
         
         
         
         
         
        Total Liabilities and Stockholders' Equity $27,884 $26,635 $16,190 $16,082 $14,437 $12,951 
            
         
         
         
         
         
         

        (1)
        Represents Caterpillar Inc. and its subsidiaries except for Financial Products, which is accounted for on the equity basis.
        The supplemental consolidating data is presented for the purpose of additional analysis. Transactions between Machinery & Engines and Financial Products have been eliminated to arrive at the consolidated data.


        *
        Unaudited except for Consolidated December 31, 1999 amounts.

        See accompanying notes to Consolidated Financial Statements

        5



          Caterpillar Inc.
          Statement of Cash Flow for the Six Months Ended
          (Unaudited)
          (Dollars in millions)

           
           Consolidated
           Machinery & Engines(1)
           Financial Products
           
           
           June 30, 2000
           Dec. 31, 1999
           June 30, 2000
           Dec. 31, 1999
           June 30, 2000
           Dec. 31, 1999
           
          Cash Flow from Operating Activities:                   
           Profit $573 $488 $573 $488 $75 $84 
           Adjustments for non-cash items:                   
            Depreciation and amortization  514  467  399  374  115  93 
            Profit of Financial Products      (75) (84)    
            Other  94  (28) 32  (109) 54  79 
           Changes in assets and liabilities:                   
            Receivables — trade and other  (263) (206) 40  170  (199) (162)
            Inventories  39  134  39  134     
            Accounts payable and accrued expenses  315  (56) 126  (111) 127  (150)
            Other — net  (86) (180) (104) (168) 28  17 
            
           
           
           
           
           
           
          Net cash provided by (used for) operating activities  1,186  619  1,030  694  200  (39)
            
           
           
           
           
           
           
          Cash Flow from Investing Activities:                   
           Capital expenditures — excluding equipment leased to others  (252) (263) (246) (262) (6) (1)
           Expenditures for equipment leased to others  (318) (192) (6) (8) (312) (184)
           Proceeds from disposals of property, plant and equipment  114  95  13  11  101  84 
           Additions to finance receivables  (7,711) (4,345)     (7,711) (4,345)
           Collection of finance receivables  5,376  2,326      5,376  2,326 
           Proceeds from the sale of finance receivables  1,251  702      1,251  702 
           Net intercompany borrowings      (206)   (98) 23 
           Investments and acquisitions (net of cash acquired)  (78) (251) (70) (228) (8) (23)
           Other — net  (146) 100  (85) 25  (81) 54 
            
           
           
           
           
           
           
          Net cash used for investing activities  (1,764) (1,828) (600) (462) (1,488) (1,364)
            
           
           
           
           
           
           
          Cash Flow from Financing Activities:                   
           Dividends paid  (228) (214) (228) (214) (29) (36)
           Common stock issued, including treasury shares reissued  3  8  3  8  20  21 
           Treasury shares purchased  (326) (149) (326) (149)    
           Net intercompany borrowings      98  (23) 206   
           Proceeds from long-term debt issued  2,418  2,238  10  18  2,408  2,220 
           Payments on long-term debt  (1,547) (1,045) (46) (23) (1,501) (1,022)
           Short-term borrowings — net  195  370  24  123  171  247 
            
           
           
           
           
           
           
          Net cash provided by (used for) financing activities  515  1,208  (465) (260) 1,275  1,430 
            
           
           
           
           
           
           
          Effect of exchange rate on cash  (16) (34) (31) (33)   (1)
            
           
           
           
           
           
           
          (Decrease) Increase in cash and short-term investments  (79) (35) (66) (61) (13) 26 
          Cash and short-term investments at the beginning of the period  548  360  440  303  108  57 
            
           
           
           
           
           
           
          Cash and short-term investments at the end of the period $469 $325 $374 $242 $95 $83 
              
           
           
           
           
           
           

          (1)
          Represents Caterpillar Inc. and its subsidiaries except for Financial Products, which is accounted for on the equity basis.

          The supplemental consolidating data is presented for the purpose of additional analysis. Transactions between Machinery & Engines and Financial Products have been eliminated to arrive at the consolidated data.

          See accompanying notes to Consolidated Financial Statements

          6



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollars in millions except per share data)

            1.
            In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of (a) the consolidated results of operations for the three- and six-month periods ended June 30, 2000 and 1999, (b) the changes in stockholders' equity for the six-month periods ended June 30, 2000 and 1999, (c) the consolidated financial position at June 30, 2000 and December 31, 1999, and (d) the consolidated statement of cash flow for the six-month periods ended June 30, 2000 and 1999, have been made. Certain amounts for prior periods have been reclassified to conform with the current period financial statement presentation.

            2.
            The results for the three- and six-month periods ended June 30, 2000 are not necessarily indicative of the results for the entire year 2000.

            3.
            The company has reviewed the status of its environmental and legal contingencies and believes there are no material changes from that disclosed in Form 10-K for the year ended December 31, 1999.

            4.
            Unconsolidated Affiliated Companies

                Combined financial information of the unconsolidated affiliated companies was as follows:

             
             Three Months Ended
             Six Months Ended
             
            Results of Operations
            (unaudited)

             March 31,
            2000

             March 31,
            1999

             March 31,
            2000

             March 31,
            1999

             
            Sales $769 $832 $1,393 $1,650 
            Cost of sales  624  671  1,108  1,320 
              
             
             
             
             
            Gross profit $145 $161 $285 $330 
            Profit (Loss) $(7)$(6)$(12)$(4)
               
             
             
             
             
             
             Six Months Ended
            Results of Operations
            (unaudited)

             March 31,
            2000

             Sept. 30,
            1999

            Assets:      
             Current assets $1,755 $1,641
             Property, plant and equipment — net  1,046  978
             Other  451  415
                
             
               3,252  3,034
            Liabilities:      
             Current liabilities  1,395  1,306
             Long-term debt due after one year  615  512
             Other liabilities  345  318
                
             
               2,355  2,136
                
             
            Ownership $897 $898
                
             

            7


            5.
            Inventories (principally "last-in, first-out" method) comprised the following:


             
             June 30,
            2000

             December 31,
            1999

             
             (unaudited)
              
            Raw materials and work-in-process $958 $969
            Finished goods  1,410  1,430
            Supplies  187  195
              
             
              $2,555 $2,594
               
             
            6.
            Following is a computation of profit per share:


             
              
             Three Months Ended
             Six Months Ended
             
              
             June 30,
            2000

             June 30,
            1999

             June 30,
            2000

             June 30,
            1999

             
              
             (unaudited)

             (unaudited)

            I. Profit — Consolidated (A) $315 $283 $573 $488
                
             
             
             
            II. Determination of shares (millions):            
              Weighted average common shares outstanding (B)  347.1  355.9  349.4  356.2
              Assumed conversion of stock options  2.3  5.2  2.7  4.0
                
             
             
             
              Weighted average common shares outstanding — assuming dilution (C) $349.4 $361.1 $352.1 $360.2
                
             
             
             
            III. Profit per share of common stock (A/B) $0.91 $0.80 $1.64 $1.37
              Profit per share of common stock — assuming
            dilution (A/C)
             $0.90 $0.78 $1.63 $1.35
            7.
            The reserve for plant closing and consolidation costs includes the following:

             
             June 30,
            2000

             December 31,
            1999

             
             (unaudited)
              
            Write down of property, plant, and equipment $70 $70
            Employee severance benefits  12  16
            Rearrangement, start-up costs, and other  3  3
              
             
            Total reserve $85 $89
               
             

              The write-down of property, plant, and equipment establishes a new cost basis for assets that have been permanently impaired. Employee severance benefits (e.g., pension, medical, and supplemental unemployment benefits) are provided to employees affected by plant closings and consolidations. The reserve for such benefits is reduced as the benefits are provided.

            8


              8.
              In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities." SFAS 133 requires that an entity record all derivatives in the statement of financial position at their fair value. It also requires changes in fair value to be recorded each period in current earnings or other comprehensive income depending upon the purpose for using the derivative and/or its qualification, designation, and effectiveness as a hedging transaction.

                As amended by SFAS 137, which defers the implementation of SFAS 133, we are required to adopt this new accounting standard for the fiscal year beginning January 1, 2001. While we are still analyzing the impact that the adoption of SFAS 133 will have on our financial statements, we do not believe that the impact will be material.

              9.
              Segment Information

                Caterpillar is organized based on a decentralized structure that has established accountabilities to continually improve business focus and increase our ability to react quickly to changes in both the global business cycle and competitors' actions. Our current structure uses a product, geographic matrix organization comprised of multiple profit center and service center divisions.

                We have developed an internal measurement system, which is not based on generally accepted accounting principles (GAAP), that is intended to motivate desired behavior and drive performance rather than measure a division's contribution to enterprise results. It is the comparison of actual results to budgeted results that makes our internal reporting valuable to management. Consequently, we believe that segment disclosure based on Statement of Financial Accounting Standards No. 131 (SFAS 131) "Disclosures about Segments of an Enterprise and Related Information" has limited value to our external readers. As a result, in addition to the required SFAS 131 compliant segment information presented below, we are continuing to disclose GAAP-based financial results for our three lines of business (Machinery, Engines, and Financial Products) in our Management's Discussion and Analysis beginning on page 11.

              9


                Business Segments

                Three months ended June 30,

                2000

                 Asia
                Pacific
                Marketing

                 Construction
                & Mining
                Products

                 EAME
                Marketing

                 Financial
                & Insurance
                Services

                 Latin
                America
                Marketing

                 Power
                Products

                 North
                America
                Marketing

                 All
                Other

                 Total
                External sales and revenues $350 $55 $869 $373 $328 $1,412 $1,766 $250 $5,403
                Intersegment sales and revenues  1  2,118  186    43  1,173  42  469  4,032
                   
                 
                 
                 
                 
                 
                 
                 
                 
                Total sales and revenues $351 $2,173 $1,055 $373 $371 $2,585 $1,808 $719 $9,435
                 
                Accountable Profit
                 
                 
                 
                $
                 
                16
                 
                 
                 
                $
                 
                234
                 
                 
                 
                $
                 
                60
                 
                 
                 
                $
                 
                48
                 
                 
                 
                $
                 
                13
                 
                 
                 
                $
                 
                111
                 
                 
                 
                $
                 
                28
                 
                 
                 
                $
                 
                62
                 
                 
                 
                $
                 
                572
                 
                Accountable assets at June 30, 1999
                 
                 
                 
                $
                 
                314
                 
                 
                 
                $
                 
                2,234
                 
                 
                 
                $
                 
                849
                 
                 
                 
                $
                 
                14,082
                 
                 
                 
                $
                 
                609
                 
                 
                 
                $
                 
                3,688
                 
                 
                 
                $
                 
                2,360
                 
                 
                 
                $
                 
                2,060
                 
                 
                 
                $
                 
                26,196
                1999

                 Asia
                Pacific
                Marketing

                 Construction
                & Mining
                Products

                 EAME
                Marketing

                 Financial
                & Insurance
                Services

                 Latin
                America
                Marketing

                 Power
                Products

                 North
                America
                Marketing

                 All
                Other

                 Total
                External sales and revenues $352 $55 $790 $346 $294 $1,326 $1,734 $250 $5,147
                Intersegment sales and revenues  1  1,947  169  1  29  1,081  56  427  3,711
                   
                 
                 
                 
                 
                 
                 
                 
                 
                Total sales and revenues $353 $2,002 $959 $347 $323 $2,407 $1,790 $677  8,858
                 
                Accountable Profit
                 
                 
                 
                $
                 
                15
                 
                 
                 
                $
                 
                196
                 
                 
                 
                $
                 
                46
                 
                 
                 
                $
                 
                51
                 
                 
                 
                $
                 
                7
                 
                 
                 
                $
                 
                73
                 
                 
                 
                $
                 
                18
                 
                 
                 
                $
                 
                56
                 
                 
                 
                 
                 
                462
                 
                Accountable assets at December 31, 1999
                 
                 
                 
                $
                 
                346
                 
                 
                 
                $
                 
                2,296
                 
                 
                 
                $
                 
                876
                 
                 
                 
                $
                 
                11,813
                 
                 
                 
                $
                 
                654
                 
                 
                 
                $
                 
                3,835
                 
                 
                 
                $
                 
                1,665
                 
                 
                 
                $
                 
                2,076
                 
                 
                 
                 
                 
                23,561

                Business Segments

                Six months ended June 30,

                2000

                 Asia
                Pacific
                Marketing

                 Construction
                & Mining
                Products

                 EAME
                Marketing

                 Financial
                & Insurance
                Services

                 Latin
                America
                Marketing

                 Power
                Products

                 North
                America
                Marketing

                 All
                Other

                 Total
                External sales and revenues $691 $108 $1,661 $730 $603 $2,757 $3,341 $478 $10,369
                Intersegment sales and revenues  3  4,132  380    83  2,400  79  936  8,013
                   
                 
                 
                 
                 
                 
                 
                 
                 
                Total sales and revenues $694 $4,240 $2,041 $730 $686 $5,157 $3,420 $1,414 $18,382
                 
                Accountable Profit
                 
                 
                 
                $
                 
                35
                 
                 
                 
                $
                 
                433
                 
                 
                 
                $
                 
                113
                 
                 
                 
                $
                 
                104
                 
                 
                 
                $
                 
                18
                 
                 
                 
                $
                 
                209
                 
                 
                 
                $
                 
                71
                 
                 
                 
                $
                 
                127
                 
                 
                 
                $
                 
                1,110
                1999

                 Asia
                Pacific
                Marketing

                 Construction
                & Mining
                Products

                 EAME
                Marketing

                 Financial
                & Insurance
                Services

                 Latin
                America
                Marketing

                 Power
                Products

                 North
                America
                Marketing

                 All
                Other

                 Total
                External sales and revenues $617 $91 $1,516 $683 $566 $2,426 $3,660 $484 $10,043
                Intersegment sales and revenues  2  4,099  420  5  52  2,043  104  896  7,621
                   
                 
                 
                 
                 
                 
                 
                 
                 
                Total sales and revenues $619 $4,190 $1,936 $688 $618 $4,469 $3,764 $1,380 $17,664
                 
                Accountable Profit
                 
                 
                 
                $
                 
                21
                 
                 
                 
                $
                 
                424
                 
                 
                 
                $
                 
                86
                 
                 
                 
                $
                 
                113
                 
                 
                 
                $
                 
                11
                 
                 
                 
                $
                 
                49
                 
                 
                 
                $
                 
                58
                 
                 
                 
                $
                 
                118
                 
                 
                 
                $
                 
                880

                10


                 
                 Three months ended

                 Six months ended

                 
                 
                 June 30,
                2000

                 June 30,
                1999

                 June 30,
                2000

                 June 30,
                1999

                 
                 
                 (unaudited)

                 (unaudited)

                 
                Reconciliation of Profit Before Tax:             
                Total accountable profit from business segments $572 $462 $1,110 $880 
                Methodology differences  (69) 3  (174) (49)
                Corporate costs  (49) (50) (112) (132)
                Other  20  7  36  24 
                   
                 
                 
                 
                 
                Total consolidated profit before tax $474 $422 $860 $723 
                   
                 
                 
                 
                 

                Item 2.  Management's Discussion and Analysis of Results of Operations and Liquidity and Capital Resources

                A.  Consolidated Results of Operations

                THREE MONTHS ENDED JUNE 30, 2000 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1999

                    Sales and revenues for the second-quarter 2000 were $5.36 billion, 5 percent higher than second-quarter 1999. A 7 percent increase in physical sales volume and a 10 percent increase in Financial Products revenue were partially offset by the unfavorable impact of the stronger U.S. dollar on sales denominated in currencies other than U.S. dollars (primarily the euro). Profit of $315 million or 90 cents per share was $32 million or 11 percent higher than second-quarter 1999. The increase was due primarily to improved manufacturing efficiencies and higher physical volume. These favorable changes were partially offset by unfavorable other income, mostly due to discounts on the securitization of receivables and foreign exchange losses. The negative impact of the U.S. dollar on sales was mostly offset by the U.S. dollar's positive impact on costs.

                MACHINERY AND ENGINES


                Sales

                (Millions of dollars)

                 Total
                 North
                America

                 EAME**
                 Latin
                America

                 Asia/
                Pacific

                Three Months Ended June 30, 2000               
                Machinery $3,320 $1,941 $833 $241 $305
                Engines *  1,736  1,003  441  103  189
                   
                 
                 
                 
                 
                  $5,056 $2,944 $1,274 $344 $494
                   
                 
                 
                 
                 
                 
                Three Months Ended June 30, 1999
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                Machinery $3,217 $1,953 $766 $203 $295
                Engines *  1,604  919  390  128  167
                   
                 
                 
                 
                 
                  $4,821 $2,872 $1,156 $331 $462
                   
                 
                 
                 
                 

                *
                Does not include internal engine transfers of $353 and $314 in 2000 and 1999, respectively. Internal engine transfers are valued at prices comparable to those for unrelated parties.

                **
                Europe, Africa & Middle East and Commonwealth of Independent States

                    Refer to table on page 19 for reconciliation of Machinery and Engine Sales by Geographic Region to External Sales by Marketing Segment.

                11


                    Machinery sales were $3.32 billion, an increase of $103 million or 3 percent from second-quarter 1999. The higher sales resulted from a 7 percent increase in physical sales volume. Price realization was lower, primarily due to the unfavorable impact of the stronger U.S. dollar on sales denominated in currencies other than U.S. dollars (primarily the euro).

                    Sales in North America remained near year-earlier levels as lower dealer sales to end users were offset by a slower pace of dealer inventory reduction. The lower dealer sales to end users reflected both a drop in industry demand and a lower share of industry sales. Sales in EAME were higher due to improved dealer sales to end users and an increase in dealer inventories. Sales in Latin America increased as dealer sales to end users stabilized and dealers held inventories steady through the quarter compared to reducing them a year ago. Sales in the Asia/Pacific region were up slightly from second-quarter 1999 as higher dealer sales to end users more than offset dealer inventory reduction.

                    Engine sales were $1.74 billion, an increase of $132 million or 8 percent from second-quarter 1999. The higher sales resulted from a 6 percent increase in physical sales volume. Price realization was also higher.

                    The majority of the quarterly sales gain came from stronger sales into power generation as demand for electric power products increased in most areas of the world. It has been particularly strong in North America and Europe where Caterpillar's power solutions help meet peak power needs and provide premium quality power for telecommunications, process manufacturing and internet service operations. Sales of electric power products also benefited from the addition of revenues from F.G. Wilson, converted from an affiliated company to a consolidated subsidiary in July 1999.


                Operating Profit

                 
                 Three Months Ended
                (Millions of dollars)

                 June 30,
                2000

                 June 30,
                1999

                Machinery $374 $293
                Engines  171  117
                   
                 
                  $545 $410
                   
                 

                      

                    Caterpillar operations are highly integrated; therefore, the company uses a number of allocations to determine lines of business operating profit.

                    Machinery operating profit increased $81 million, or 28 percent from second-quarter 1999. Margin (sales less cost of goods sold) improved primarily due to the higher sales volume and improved manufacturing efficiencies, partially offset by the slightly negative impact of currency. Selling, general & administrative (SG&A) expenses were lower.

                    Engine operating profit increased $54 million, or 46 percent, from second-quarter 1999 due to better price realization (primarily geographic mix), improved manufacturing efficiencies and higher sales volume. These were partially offset by higher SG&A.

                    Interest expense was $9 million higher than a year ago.

                    Other income/expense was expense of $50 million compared with income of $15 million last year. The adverse change was mostly due to discounts taken on the sale of trade receivables and unfavorable foreign exchange gains and losses.

                12


                FINANCIAL PRODUCTS

                    Revenues for the second quarter were $359 million, up $44 million or 14 percent compared with second-quarter 1999 (excluding revenue transactions with Machinery and Engines, revenues increased $27 million or 10 percent). The increase resulted primarily from continued growth in Cat Financial's portfolio.

                    Before tax profit decreased $9 million or 15 percent from second-quarter 1999. The decrease resulted primarily from a reduction in favorable reserve adjustments at Caterpillar Insurance Company Ltd

                INCOME TAXES

                    Second-quarter tax expense reflects an estimated annual tax rate of 32 percent for both 2000 and 1999.

                UNCONSOLIDATED AFFILIATED COMPANIES

                    The company's share of unconsolidated affiliated companies' results declined $5 million from second quarter a year ago, primarily due to weaker results at Shin Caterpillar Mitsubishi Ltd. and the conversion of F.G. Wilson from an affiliated company to a consolidated subsidiary in July 1999.

                SUPPLEMENTAL INFORMATION

                Dealer Machine Sales to End Users

                    Sales (including both sales to end users and deliveries to dealer rental operations) in North America were lower compared to second-quarter 1999. This was due to weaker sales in the United States resulting from a decline in industry demand and lower share of industry sales. Sales in Canada were higher. For the region, sales into general construction, industrial, quarry & aggregates, waste and agriculture were lower. Sales rose in mining and forestry. Sales in heavy construction were down slightly compared to second-quarter 1999 as sales to pipeline construction declined, while highway construction remained near year-earlier levels.

                    Sales increased in EAME as a result of growing demand throughout the region. In Europe, economic growth supported higher sales in France and Spain. Reconstruction efforts boosted sales in Central Europe. Sales in the United Kingdom and Italy remained near year-earlier levels while sales in Germany declined. In Africa & Middle East, sales were higher in Turkey and Saudi Arabia, which more than offset declines in United Arab Emirates, Egypt and South Africa. Sales in the Commonwealth of Independent States (CIS) increased. For the EAME region, sales were higher to heavy construction, mining, industrial, quarry & aggregates and forestry. Sales into general construction, agriculture and waste were lower.

                    In Latin America, sales declined from year-earlier levels. Sales were lower in Colombia, Mexico and Argentina, more than offsetting gains in Brazil and Peru. For the region, sales were lower in industrial, general construction and mining sectors. Sales increased into heavy construction and forestry.

                    In Asia/Pacific, sales increased due to growth in China, Australia, Korea, Malaysia and Indonesia. Sales in India and the Philippines were lower. For the region, sales increased into heavy construction, mining, general construction and forestry. Sales into the quarry & aggregates sector were lower.

                Dealer Inventories of New Machines

                    Worldwide dealer new machine inventories at the end of the second quarter were lower than a year ago. Declines in North America and Asia/Pacific more than offset increases in EAME and Latin America.

                    Inventories compared to current selling rates were lower than a year earlier in all regions.

                13


                Engine Sales to End Users and OEMs

                    Higher sales in North America resulted from surging demand for electric power products to help meet electric utilities' peak power requirements and increased customer needs for high quality power. Demand for larger engine product to support network operation centers (sometimes referred to as internet service providers) was particularly robust. Sales were also higher in the petroleum sector due to the impact of higher crude oil and natural gas prices. Sales of on-highway truck engines declined as expected due to weakening industry demand, however Caterpillar's market leadership position in this industry continued to grow. Sales into marine and industrial were also lower.

                    Sales in the rest of the world were lower as sales declined in all sectors except power generation which benefited from the acquisition of F.G. Wilson.

                EMPLOYMENT

                    At the end of second-quarter 2000, Caterpillar's worldwide employment was 66,836 compared with 66,545 one year ago. Employment outside the United States grew by approximately 1,300 as we expanded operations to meet increased demand.

                OUTLOOK

                Summary

                    Company sales and revenues are forecast to increase slightly in 2000 as higher sales in EAME and Asia/Pacific more than offset lower sales in North America. Company sales will benefit from better worldwide economic growth and higher prices for most commodities. Oil prices in particular are forecast to remain high, averaging $25-$30 per barrel for the year, while agricultural prices are expected to remain under pressure due to crop surpluses in the United States. Company sales also will benefit from less dealer inventory reduction. The competitive environment, however, remains particularly challenging with pressure on both share of industry sales and price realization. Further, we continue to be concerned about the interest rate environment for the rest of the year.

                    In North America, machine sales are expected to decline due to a drop in industry demand and a slightly lower share of industry sales. Engine sales are expected to exceed 1999 levels as robust power generation sales and higher petroleum sales more than offset lower industry demand for on-highway truck engines. In EAME and Asia/Pacific, good economic growth and higher commodity prices should lead to higher retail demand and higher company sales for machines and engines. In Latin America, company sales are forecast to be flat as higher machine sales are offset by lower engine sales.

                    In summary, company sales and revenues are forecast to increase slightly in 2000 due to higher engine sales and increased financial revenues. Machinery sales are forecast to remain near 1999 levels as lower sales in the United States are offset by higher sales elsewhere. Profit is forecast to increase moderately.

                North America

                    In the United States, retail industry demand for construction equipment is forecast to decline 10 percent to 15 percent despite Gross Domestic Product (GDP) growth of about 4.5 percent. While such strong economic growth would usually lead to increased demand, higher interest rates, lower housing starts and a drop in replacement buying are causing industry demand to continue to fall from the 1998 peak. Heavy construction could provide a partial offset to the drop in general construction, but recent highway spending increases have continued to favor bridge repair and resurfacing which are not as heavy equipment intensive. Sales into most other sectors are likely to be down for the year including mining, quarry & aggregates, industrial, forestry and waste. Sales of agricultural equipment also are unlikely to exceed 1999 levels due to a drop in industry demand. Company machine sales are still forecast to benefit from higher sales of compact equipment and less dealer inventory reduction, but this will not be enough to offset lower industry demand and a slightly lower share of industry sales.

                14


                    Company engine sales in the United States are forecast to exceed 1999 levels as strong demand for power generation, higher sales into petroleum and higher share of industry sales for heavy and medium-duty truck engines should more than offset lower industry demand for on-highway truck engines.

                    In Canada, good economic growth should lead to higher sales for both machines and engines.

                    For the North American region as a whole, company sales are forecast to be slightly below last year's level as lower machine sales more than offset higher engine sales.

                EAME

                    In Western Europe, GDP growth is expected to accelerate from 2.3 percent in 1999 to 3.3 percent in 2000 leading to a 5 percent to 10 percent increase in machine industry demand as well as stronger engine sales. Growth is also expected to improve in Africa & Middle East with double-digit gains in machine industry demand. Higher commodity prices, particularly oil and natural gas, are driving increased demand for both machines and engines. Sales in Russia and elsewhere in the CIS, however, are likely to remain depressed. For the EAME region as a whole, better growth and improved business confidence should lead to higher company sales, despite the weak euro's unfavorable impact on the translation of European sales from euros to dollars.

                Asia/Pacific

                    In developing Asia, economic recovery is forecast to continue with GDP growth of about 6 percent. This growth should result in considerably higher engine sales than last year, particularly for power generation. Even though the construction sector remains very weak, machine sales are forecast to increase somewhat from last year's depressed level as higher dealer sales to end users, especially in China, more than offset a reduction in dealer inventories. In Australia, good economic growth should continue although there is also some uncertainty about the impact on the economy of the implementation of the new goods and services tax on July 1. Machine sales volume is forecast to be higher for the year, but lower engine sales and a weak Australian dollar are likely to result in lower overall US dollar sales for Australia. For the Asia/Pacific region in total, company sales of both engines and machines should exceed 1999 levels.

                Latin America

                    GDP growth is forecast to improve from 0.4 percent in 1999 to 4 percent in 2000 as most of the region recovers from last year's recession. Combined with higher commodity prices, this improved growth should result in higher machine and reciprocating engine sales. Sales of turbine engines, however, are likely to be lower, resulting in company sales remaining near 1999 levels.

                15


                SIX MONTHS ENDED JUNE 30, 2000 VS. SIX MONTHS ENDED JUNE 30, 1999

                    Sales and revenues for the six months ended June 30, 2000 were $10.28 billion, $314 million or 3 percent higher than the first six months of 1999. A 4 percent increase in physical volume and a 9 percent increase in Financial Products revenue were partially offset by the unfavorable impact of the stronger U.S. dollar on sales denominated in currencies other than U.S. dollars (primarily the euro). Profit of $573 million was $85 million or 17 percent higher than the first six months of 1999. The increase was due primarily to improved manufacturing efficiencies, higher physical volume, and lower selling, general and administrative (SG&A) expenses. These favorable changes were partially offset by unfavorable other income, mostly due to discounts on the securitization of receivables. The negative impact of the U.S. dollar on sales was partially offset by the U.S. dollar's positive impact on costs.

                MACHINERY AND ENGINES

                Sales

                (Millions of dollars)

                 Total
                 North
                America

                 EAME**
                 Latin
                America

                 Asia/
                Pacific

                Six Months Ended June 30, 2000               
                Machinery $6,286 $3,694 $1,575 $413 $604
                Engines*  3,395  1,977  868  215  335
                  
                 
                 
                 
                 
                  $9,681 $5,671 $2,443 $628 $939
                   
                 
                 
                 
                 
                Six Months Ended June 30, 1999               
                Machinery $6,507 $4,092 $1,484 $405 $526
                Engines*  2,912  1,689  730  213  280
                  
                 
                 
                 
                 
                  $9,419 $5,781 $2,214 $618 $806
                   
                 
                 
                 
                 

                *
                Does not include internal engine transfers of $702 and $630 in 2000 and 1999, respectively. Internal engine transfers are valued at prices comparable to those for unrelated parties.

                **
                Europe, Africa & Middle East and Commonwealth of Independent States.

                  Refer to table on page 19 for reconciliation of Machinery and Engine Sales by Geographic Region to External Sales by Marketing Segment.

                    Machinery sales were $6.29 billion, a decrease of $221 million or 3 percent from the first six months of 1999. The lower sales resulted primarily from lower price realization, due to the continued effect of the stronger U.S. dollar on sales denominated in currencies other than U.S. dollars (primarily the euro) combined with unfavorable geographic mix.

                    Sales declines in North America more than offset sales increases in EAME and Asia/Pacific. Lower sales in North America reflected weaker industry demand in the United States and lower share of industry sales throughout North America. In EAME, sales increased due to improved demand and an increase in dealer inventories. In Asia/Pacific, higher dealer sales to end users more than offset lower dealer inventories. Sales in Latin America were near year-earlier levels as the slower pace of inventory reduction offset lower sales to end users.

                16


                    Engine sales were $3.40 billion, an increase of $483 million or 17 percent from the first six months of 1999 reflecting higher physical sales volume of 12 percent and higher price realization.

                    Sales increased primarily due to strong worldwide sales into power generation and higher sales of truck engines in North America, where Caterpillar continues to extend its market leadership. Sales also benefited, especially in EAME, from the addition of revenues from F.G. Wilson, converted from an affiliated company to a consolidated subsidiary in July 1999.


                Operating Profit

                 
                 Six Months Ended
                (Millions of dollars)

                 June 30,
                2000

                 June 30,
                1999

                Machinery $610 $576
                Engines  324  148
                  
                 
                  $934 $724
                   
                 

                      

                    Caterpillar operations are highly integrated; therefore, the company uses a number of allocations to determine lines of business operating profit.

                    Machinery operating profit increased $34 million, or 6 percent from the first six months of 1999. Margin (sales less cost of goods sold) declined primarily due to lower price realization resulting from the unfavorable impact of the stronger U.S. dollar on sales denominated in currencies other than U.S. dollars (primarily the euro) combined with unfavorable geographic mix. These unfavorable items were more than offset by lower SG&A expenses.

                    Engine operating profit increased $176 million from the first six months of 1999 due to higher sales volume, better price realization and improved manufacturing efficiencies. These were partially offset by higher SG&A and R&D expenses.

                    Interest expense was $13 million higher than a year ago due to higher average debt levels.

                    Other income/expense reflects a net increase in expense of $40 million, primarily due to discounts taken on the sale of trade receivables.

                FINANCIAL PRODUCTS

                    Revenues were $689 million, up $71 million or 11 percent compared with the first six months of 1999 (excluding revenue transactions with Machinery and Engines, revenues increased $52 million or 9 percent). The increase resulted primarily from continued growth in Cat Financial's portfolio.

                    Before tax profit decreased $20 million or 15 percent from the first six months of 1999. Less favorable reserve adjustments and lower investment income at Caterpillar Insurance Company Ltd. more than offset higher profit at Cat Financial from continued portfolio growth.

                17


                INCOME TAXES

                    Tax expense reflects an effective annual tax rate of 32 percent in both periods.

                UNCONSOLIDATED AFFILIATED COMPANIES

                    The company's share of unconsolidated affiliated companies' results declined $10 million from a year ago, primarily due to weaker results at Shin Caterpillar Mitsubishi Ltd. and the conversion of F.G. Wilson from an affiliated company to a consolidated subsidiary in July 1999.

                B. Liquidity & Capital Resources

                    Consolidated operating cash flow was $1.19 billion through the second quarter of 2000, compared with $619 million through the second quarter of 1999. Total debt as of June 30, 2000 was $14.74 billion, an increase of $934 million from year-end 1999. During the first six months of 2000, debt related to Machinery and Engines decreased $40 million, to $3.28 billion, while debt related to Financial Products, including intercompany debt with Machinery and Engines, increased $1.17 billion to $11.96 billion.

                    In 1998, the board of directors authorized a share repurchase program to reduce the number of outstanding shares to 320 million over a three to five year period. During the second quarter of 2000, 3.06 million shares were repurchased under the plan. The number of shares outstanding at June 30, 2000, was 345.7 million.

                Machinery and Engines

                    Operating cash flow was $1.03 billion through the second quarter of 2000, compared with $694 million for the same period a year ago. This increase was primarily due to a favorable change in working capital and higher profits during the first six months of 2000 compared to the first six months of 1999.

                    Capital expenditures through the second quarter of 2000, excluding equipment leased to others, were $246 million compared with $262 million for the same period a year ago. Total debt decreased by $40 million during the first six months of 2000. Our debt to debt plus equity ratio as of June 30, 2000 was 38%.

                Financial Products

                    Operating cash flow was $200 million through the second quarter 2000, compared with a negative $39 million through the second quarter of 1999. The increase is primarily due to a favorable change in accounts payable and accrued expenses during the first six months of 2000. Cash used to purchase equipment leased to others was $312 million in 2000. In addition, net cash used for finance receivables was $2.3 billion through the second quarter of 2000, compared with $2.0 billion through the second quarter of 1999.

                    Financial Products' debt was $11.96 billion at June 30, 2000, an increase of $1.17 billion from December 31, 1999, and primarily comprised $8.36 billion of medium term notes, $503 million of notes payable to Caterpillar, $56 million of notes payable to banks and $2.88 billion of commercial paper. June 30, 2000, finance receivables past due over 30 days were 3.16%, compared with 2.21% at the end of the same period one year ago. The ratio of debt to equity of Cat Financial was 8.4:1 at June 30, 2000, compared with 7.8:1 at December 31, 1999.

                    Financial Products had outstanding credit lines totaling $4.94 billion at June 30, 2000, which included $2.60 billion of shared revolving credit agreements with Machinery and Engines. These credit lines are with a number of banks and are considered support for the company's outstanding commercial paper, commercial paper guarantees, the discounting of bank and trade bills and bank borrowings. Also included are variable-amount lending agreements with Caterpillar. Under these agreements, Financial Products (Cat Financial) may borrow up to $830 million from Machinery and Engines (Caterpillar Inc.).

                18


                Reconciliation of Machinery and Engine Sales by Geographic Region to
                External Sales by Marketing Segment

                 
                 Three-months ended
                 Six-months ended
                 
                (Millions of dollars)

                 June 30,
                2000

                 June 30,
                1999

                 June 30,
                2000

                 June 30,
                1999

                 
                North American Geographic Region $2,944 $2,872 $5,671 $5,781 
                Power Products sales not included in the North America Marketing segment  (1,003) (919) (1,977) (1,689)
                Company owned dealer sales included in the All Other segment  (85) (103) (158) (190)
                Certain governmental sales included in the All Other segment  (47) (26) (75) (50)
                Other*  (43) (90) (120) (192)
                  
                 
                 
                 
                 
                North American Marketing external sales $1,766 $1,734 $3,341 $3,660 
                   
                 
                 
                 
                 
                 
                EAME Geographic Region
                 
                 
                 
                $
                 
                1,274
                 
                 
                 
                $
                 
                1,156
                 
                 
                 
                $
                 
                2,443
                 
                 
                 
                $
                 
                2,214
                 
                 
                Power Products sales not included in the EAME Marketing segment  (298) (277) (579) (525)
                Other*  (107) (89) (203) (173)
                  
                 
                 
                 
                 
                EAME Marketing external sales $869 $790 $1,661 $1,516 
                   
                 
                 
                 
                 
                 
                Latin America Geographic Region
                 
                 
                 
                $
                 
                344
                 
                 
                 
                $
                 
                331
                 
                 
                 
                $
                 
                628
                 
                 
                 
                $
                 
                618
                 
                 
                Power Products sales not included in the Latin America Marketing segment  (30) (64) (69) (96)
                Other*  14  27  44  44 
                  
                 
                 
                 
                 
                Latin America Marketing external sales $328 $294 $603 $566 
                   
                 
                 
                 
                 
                 
                Asia Pacific Geographic Region
                 
                 
                 
                $
                 
                494
                 
                 
                 
                $
                 
                462
                 
                 
                 
                $
                 
                939
                 
                 
                 
                $
                 
                806
                 
                 
                Power Products sales not included in the Asia/Pacific Marketing segment  (81) (66) (132) (116)
                Other *  (63) (44) (116) (73)
                  
                 
                 
                 
                 
                Asia Pacific Marketing external sales $350 $352 $691 $617 
                   
                 
                 
                 
                 

                *
                Represents primarily external sales of the Construction & Mining Products and the All Other segments.

                19


                  C.  Safe Harbor Statement Under The Securities Litigation Reform Act of 1995

                      Certain statements contained in our Management's Discussion and Analysis are forward looking and involve uncertainties that could significantly impact results. The words "believes," "expects," "estimates," "anticipates," "will be" and similar words or expressions identify forward-looking statements made on behalf of Caterpillar. Uncertainties include factors that affect international businesses, as well as matters specific to the Company and the markets it serves.

                  World Economic Factors

                      Our current outlook calls for recovery to continue in Latin America. North America, Europe, Africa & Middle East should register improved growth, while strong growth is expected to continue in Asia. If, for any reason, these projected growth rates falter, sales would likely be lower than anticipated in the affected region. In general, renewed currency speculation, significant declines in the stock markets, political disruptions or much higher interest rates could result in weaker than anticipated economic growth and sales. Economic recovery could also be delayed or weakened by growing budget or current account deficits or inappropriate government policies.

                      In particular, our outlook assumes that the Japanese government remains committed to stimulating the economy and that the Brazilian government follows through with promised reforms. A reversal by either government could result in economic uncertainty and a weaker economy. Our outlook also assumes that currency and stock markets remain relatively stable. If currency or stock markets were to decline significantly, uncertainty would increase and interest rates could move higher, both of which would probably result in slower economic growth and lower sales.

                      The Russian economy has improved, but political and economic uncertainty remains high and a further deterioration could impact worldwide stock or currency markets, which in turn could weaken Company sales.

                  Commodity Prices

                      The outlook for our sales also depends on commodity prices, most of which are expected to trend slightly higher through 2000. Oil prices have moved up considerably since the start of last year and are expected to remain high, averaging $25-$30 per barrel for the year. Agricultural prices are likely to be weak while most metals prices should be up slightly. Based on this forecast of only modest improvement in most commodity prices, equipment sales into sectors that are sensitive to commodity prices are likely to remain relatively weak for 2000.

                      Weaker than anticipated world economic growth could lead to a further drop in commodity prices and lower than expected sales. Europe plays a key role in this forecast and our current outlook is for improvement leading to annual average GDP growth of about 3.3%. If Europe falters, then commodity prices could be weaker.

                  Monetary and Fiscal Policies

                      For most companies operating in a global economy, monetary and fiscal policies implemented in the U.S. and abroad could have a significant impact on economic growth, and, accordingly, demand for a product. For example, if the Federal Reserve raises interest rates significantly, the U.S. economy could slow abruptly leading to an unanticipated decline in sales. The United States, in particular, is vulnerable to higher interest rates as it completes the tenth year of expansion— the longest in U.S. history. Our outlook assumes the Federal Reserve will raise interest rates 125-150 basis points in 2000, which will contribute to lower industry demand. If the Federal Reserve raises rates significantly more than anticipated, then industry demand could be even lower, potentially resulting in lower company sales.

                      In general, high interest rates, reductions in government spending, higher taxes, significant currency devaluations, and uncertainty over key policies are some factors likely to lead to slower economic growth and lower industry demand. The current outlook is for slightly slower U.S. growth in 2000 and not recession. If, for

                  20


                  whatever reason, the U.S. were to enter a recession, then demand for Company products could fall in the U.S. and Canada and could also be lower throughout the rest of the world.

                  Political Factors

                      Political factors in the U.S. and abroad have a major impact on global companies. The Company is one of the largest U.S. exporters as a percentage of sales. International trade and fiscal policies implemented in the U.S. this year could impact the Company's ability to expand its business abroad. U.S. foreign relations with certain countries and any related restrictions imposed could also have a significant impact on foreign sales. There are also a number of presidential elections scheduled to take place in 2000 which could affect economic policy, particularly in Latin America.

                  Currency Fluctuations

                      Currency fluctuations are also an unknown for global companies. The Company has facilities in major sales areas throughout the world and significant costs and revenues in most major currencies. This diversification greatly reduces the overall impact of currency movements on results. However, if the U.S. dollar strengthens against foreign currencies, the conversion of net non-U.S. dollar proceeds to U.S. dollars would somewhat adversely impact the Company's results. Further, since the Company's largest manufacturing presence is in the U.S., a sustained overvalued dollar could have an unfavorable impact on our global competitiveness.

                  Dealer Practices

                      A majority of the Company's sales are made through its independent dealer distribution network. Dealer practices, such as changes in inventory levels for both new and rental equipment, are not within the Company's control (primarily because these practices depend upon the dealer's assessment of anticipated sales and the appropriate level of inventory) and may have a significant positive or negative impact on our results. In particular, the outlook assumes that inventory to sales ratios will be somewhat lower at the end of 2000 than at the end of 1999. If dealers reduce inventory levels more than anticipated, company sales will be adversely impacted.

                  Other Factors

                      The rate of infrastructure spending, housing starts, commercial construction and mining play a significant role in the Company's results. Our products are an integral component of these activities and as these activities increase or decrease in the U.S. or abroad, demand for our products may be significantly impacted. In 1999, the six-year Federal highway bill did not boost U.S. sales as much as anticipated due to delays in getting major capital projects for highways underway. If funding continues to be delayed or concentrated on bridge repair, sales could be negatively impacted.

                      Results may be impacted positively or negatively by changes in the sales mix. Our outlook assumes a certain geographic mix of sales as well as a product mix of sales.

                      The Company operates in a highly competitive environment and our outlook depends on a forecast of the Company's share of industry sales. A reduction in that share could result from pricing or product strategies pursued by competitors, unanticipated product or manufacturing difficulties, a failure to price the product competitively, or an unexpected buildup in competitors' new machine or dealer owned rental fleets.

                      The environment also remains very competitive from a pricing standpoint. Additional price discounting would result in lower than anticipated price realization.

                      This discussion of uncertainties is by no means exhaustive but is designed to highlight important factors that may impact our outlook. Obvious factors such as general economic conditions throughout the world do not warrant further discussion but are noted to further emphasize the myriad of contingencies that may cause the Company's actual results to differ from those currently anticipated.

                  21



                  PART II.  OTHER INFORMATION

                  Item 2.  Changes in Securities

                  Non-U.S. Employee Stock Purchase Plans

                      We have twenty-two employee stock purchase plans administered outside the United States for our non-U.S. 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 June 30, 2000, these plans had approximately 5,300 participants in the aggregate. During the second quarter of 2000, a total of 26,729 shares of Caterpillar common stock or foreign denominated equivalents were distributed under these plans.

                  Put Options

                      In conjunction with its stock repurchase program, Caterpillar sells put options to independent third parties on a private basis. These put options entitle the holder to sell shares of Caterpillar common stock to the Company on certain dates at specified prices. On June 30, 2000, 600,000 put options were outstanding with strike prices ranging from $36.50 to $41.375 per share. The put warrants expire between July 7, 2000 and August 24, 2000, and are exercisable only at maturity. During the quarter, Caterpillar received $1.1 million in proceeds from the sale of put options.

                  Item 6.  Exhibits and Reports on Form 8-K

                    (a)
                    Exhibits

                   
                  Exhibit No.

                   Description

                   10.1 Caterpillar Inc. 1996 Stock Option and Long-Term Incentive Plan, amended and restated as of 6/7/2000.
                   
                   
                   
                  27
                   
                   
                   
                  Financial Data Schedule
                   
                   
                   
                   
                   
                   
                   
                   
                    (b)
                    One report on Form 8-K, dated April 18, 2000 was filed during the quarter ending June 30, 2000, pursuant to Item 5 of that Form. Additional reports on Form 8-K were filed on July 20 and July 25, 2000 pursuant to Item 5. No financial statements were filed as part of those reports.

                  22



                    SIGNATURES

                        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                       CATERPILLAR INC.
                     
                    August 9, 2000
                     
                    /s/ 
                    F. LYNN MCPHEETERS   
                     
                     
                     
                    Vice President and Chief Financial Officer
                     
                      
                     (F. Lynn McPheeters)  
                     
                    August 9, 2000
                     
                    /s/ 
                    R. RENNIE ATTERBURY III   
                     
                     
                     
                    Secretary
                     
                      
                     (R. Rennie Atterbury III)  

                    23



                    EXHIBIT INDEX

                    Exhibit Number

                     Description

                    10.1 Caterpillar Inc. 1996 Stock Option and Long-Term Incentive Plan, amended and restated as of 6/7/2000.
                     
                    27
                     
                     
                     
                    Financial Data Schedule
                     
                     
                     
                     
                     
                     

                    24



                    QuickLinks

                    SUMMARY OF RESULTS
                    HIGHLIGHTS — SECOND-QUARTER 2000 COMPARED WITH SECOND-QUARTER 1999
                    OUTLOOK
                    PART I. FINANCIAL INFORMATION
                    Item 1. Financial Statements
                    Caterpillar Inc. Statement of Results of Operations (Unaudited) (Millions of dollars except per share data)
                    Caterpillar Inc. Statement of Results of Operations (Unaudited) (Millions of dollars except per share data)
                    Caterpillar Inc. Statement of Cash Flow for the Six Months Ended (Unaudited) (Dollars in millions)
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions except per share data)
                    Sales
                    Operating Profit
                    Sales
                    Operating Profit
                    PART II. OTHER INFORMATION
                    SIGNATURES
                    EXHIBIT INDEX