|
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
||
|
FORM
11-K
|
||
|
(Mark
One)
|
||
|
[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For
the
fiscal year ended December 31, 2005
|
|
|
OR
|
||
|
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For
the
transition period from __________ to __________.
|
|
|
Commission
File No. 1-768
|
||
|
CATERPILLAR
401(K) PLAN
(Full
title
of the Plan)
|
||
|
CATERPILLAR
INC.
(Name
of
issuer of the securities held pursuant to the Plan)
|
||
|
100
NE Adams
Street, Peoria, Illinois 61629
(Address
of
principal executive offices)
|
||
|
SIGNATURES
|
||||
|
Pursuant
to
the requirements of Section 13 or 15(d) of the Securities Exchange
Act of
1934, the Company has duly caused this annual report to be signed
on its
behalf by the undersigned, hereunto duly authorized.
|
||||
|
CATERPILLAR
401(K) PLAN
|
||||
|
|
CATERPILLAR
INC. (Issuer)
|
|||
|
June
28,
2006
|
|
By:
|
/s/David
B. Burritt
|
|
|
|
||||
|
Name:
|
David
B.
Burritt
|
|||
|
Title:
|
Vice
President and Chief Financial
Officer
|
|||
|
EXHIBIT
A
|
|||||||||
|
Caterpillar
401(k) Plan
Statement
of Net Assets Available for Benefits
December
31, 2005 and 2004
|
|||||||||
|
|
|||||||||
|
(in
thousands of dollars)
|
2005
|
2004
|
|||||||
|
|
|
||||||||
|
Investments
|
|||||||||
|
Interest
in
the Caterpillar Investment Trust
|
$
|
3,935,615
|
$
|
3,441,473
|
|||||
|
Participant
loans receivable
|
36,118
|
26,999
|
|||||||
|
Other
investments - participant directed brokerage accounts
|
113,580
|
78,111
|
|||||||
|
|
|
|
|
|
|
||||
|
Total
investments
|
4,085,313
|
3,546,583
|
|||||||
|
Receivables
|
|||||||||
|
Participant
contributions receivable
|
8,540
|
7,529
|
|||||||
|
Employer
contributions receivable
|
7,165
|
6,233
|
|||||||
|
|
|
|
|
|
|
||||
|
Net
assets
available for benefits
|
$
|
4,101,018
|
$
|
3,560,345
|
|||||
|
|
|
|
|
|
|
||||
|
The
accompanying notes are an integral part of these financial
statements.
|
|||||||||
|
EXHIBIT
B
|
|||||||||
|
Caterpillar
401(k) Plan
Statement
of Changes in Net Assets Available for Benefits
Years
Ended December 31, 2005 and 2004
|
|||||||||
|
|
|||||||||
|
(in
thousands of dollars)
|
2005
|
2004
|
|||||||
|
|
|
||||||||
|
Investment
income
|
|||||||||
|
Plan
interest
in net investment income of Master Trust
|
$
|
469,647
|
$
|
418,413
|
|||||
|
Interest
on
participant loans receivable
|
1,724
|
1,202
|
|||||||
|
Net
investment income from participant directed brokerage
accounts
|
9,072
|
7,177
|
|||||||
|
|
|
|
|
|
|
||||
|
Net
investment income
|
480,443
|
426,792
|
|||||||
|
|
|
|
|
|
|
||||
|
Contributions
|
|||||||||
|
Participant
|
176,623
|
146,202
|
|||||||
|
Employer
|
109,578
|
94,279
|
|||||||
|
|
|
|
|
|
|
||||
|
Total
contributions
|
286,201
|
240,481
|
|||||||
|
|
|
|
|
|
|
||||
|
Deductions
|
|||||||||
|
Withdrawals
|
(235,332
|
)
|
(218,492
|
)
|
|||||
|
|
|
|
|
|
|
||||
|
Increase
in
net assets available for benefits
|
531,312
|
448,781
|
|||||||
|
Transfers
|
|||||||||
|
Transfers
from other plans, net
|
9,361
|
109,678
|
|||||||
|
|
|
|
|
|
|
||||
|
Net
increase
in net assets available for benefits
|
540,673
|
558,459
|
|||||||
|
|
|
|
|
|
|
||||
|
Net
assets available for benefits
|
|||||||||
|
Beginning
of
year
|
3,560,345
|
3,001,886
|
|||||||
|
|
|
|
|
|
|
||||
|
End
of
year
|
$
|
4,101,018
|
$
|
3,560,345
|
|||||
|
|
|
|
|
|
|
||||
|
The
accompanying notes are an integral part of these financial
statements.
|
|||||||||
|
The
following
description of the Caterpillar 401(k) Plan (the "Plan”) provides only
general information. Participants should refer to the Plan agreement
for a
more complete description of the Plan's provisions.
|
|
The
Plan is a
contributory defined contribution plan established by Caterpillar
Inc.
(the "Company") effective January 1, 2003 to enable eligible employees
of
the Company and its subsidiaries (the "participating employers")
which
adopt the Plan to accumulate funds for retirement. The Plan is subject
to
the provisions of the Employee Retirement Income Security Act, as
amended
("ERISA").
|
|
Effective
December 31, 2003, employees of the Caterpillar Paving Products,
Inc. and
Caterpillar Work Tools, Inc. subsidiaries ceased to contribute to
the
Caterpillar Paving Products, Inc. 401(k) Plan and the Caterpillar
Work
Tools, Inc. 401(k) Profit Sharing Plan, respectively. These employees
immediately became eligible to participate in the Plan. The plan
balances
of the Caterpillar Paving Products, Inc. 401(k) Plan and the Caterpillar
Work Tools, Inc. 401(k) Profit Sharing Plan transferred into the
Plan on
January 14, 2004, were $50,286,754.
|
|
Effective
January 14, 2004, employees of the Caterpillar Paving Products, Inc.
and
Caterpillar Work Tools, Inc. subsidiaries ceased to contribute to
the
Caterpillar Inc. EIP Part 1, and these employees immediately became
eligible to participate in the Plan. The plan balances of
the Caterpillar Paving Products, Inc. 401(k) Plan and the Caterpillar
Work Tools, Inc. 401(k) Profit Sharing Plan transferred out of the
Caterpillar Inc. EIP Part 1 into the Plan as of January 14, 2004,
were
$21,098,323.
|
|
Other
transfers represent account balance transfers for participants who
transfer to/from one plan to another plan primarily due to employment
status changes.
|
|
Accounts
are
separately maintained for each participant. The participant's account
is
credited with the participant's contribution as defined below, employer
contributions and an allocation of Plan earnings. Allocations of
earnings
are based on participant account balances, as defined. The benefit
to
which a participant is entitled is the benefit that can be provided
from
the participant's vested account.
|
|
Participant
contributions are made through a pretax compensation deferral as
elected
by the participants and are contributed to the Plan by the participating
employers. Participants who are at least 50 years old by the end
of the
calendar year are allowed by the Plan to make a catch-up contribution
for
that year. Contributions are subject to certain limitations set by
the
Internal Revenue Code.
|
|
Employer
matching contributions are 100 percent of participant 401(k) contributions
up to a maximum of 6 percent of compensation. The Company may change
the
match percentage or the limit on matching contributions from time
to
time.
|
|
Participants
direct the investment of their contributions and employer match
contributions into various investment options offered by the Plan
as
discussed in Note 3, including a self-directed fund option. Participants
may change their contribution elections and prospective investment
elections on a daily basis and reallocate the investment of their
existing
account balance every seven business
days.
|
|
Participants
are immediately fully vested in their participant contributions and
earnings thereon. Participants also vest immediately in the Company's
matching contributions and the earnings thereon. Upon termination
of
employment for any reason, including death, retirement or total and
permanent disability, or upon Plan termination, the balance in
participants' accounts is distributable in a single lump sum cash
payment
unless the participant (or beneficiary) elects to receive Company
shares
in kind. The value of any full or fractional shares paid in cash
will be
based upon the average price per share the Trustee receives from
sales of
Company shares for the purpose of making the distribution. Participants
also have the option to leave their vested account balance in the
Plan,
subject to certain limitations.
|
|
The
Plan is
administered by Caterpillar Inc., which is responsible for non-financial
matters, and the Benefit Funds Committee of Caterpillar Inc., which
is
responsible for financial aspects of the Plan. Caterpillar Inc. and
the
Benefit Funds Committee have entered into a trust agreement with
The
Northern Trust Company (the "Trustee") to receive contributions,
administer the assets of the Plan and distribute withdrawals pursuant
to
the Plan.
|
|
Although
it
has not expressed any intent to do so, the Company has the right
under the
Plan at any time to terminate the Plan subject to provisions of ERISA.
In
the event of Plan termination, Plan assets will be distributed in
accordance with the provisions of the Plan.
|
|
The
Plan
obtained its latest determination letter on November 19, 2004, in
which
the Internal Revenue Service stated that the Plan, as then designed,
was
in compliance with the applicable requirements of the Internal Revenue
Code. Although the Plan has been amended since receiving the determination
letter, the Plan administrator and the Plan's tax counsel believe
that the
Plan is designed and is currently being operated in compliance with
the
applicable requirements of the Internal Revenue Code. Therefore,
no
provision for income taxes has been included in the Plan's financial
statements.
|
|
The
Plan’s
interest in the Caterpillar Investment Trust is valued as described
in
Note 4. Investments included in the self-directed fund option are
valued
at quoted market prices, which, for registered investment companies,
represent the net asset value of shares held by the Plan at year-end.
Participant loans are valued at estimated fair value consisting of
principal and any accrued interest. Interest on investments is recorded
as
earned. Dividends are recorded on the ex-dividend date. Purchases
and
sales of securities are recorded on a trade-date basis.
|
|
Administrative
costs, including trustee fees and certain investment costs, are paid
by
the Company.
|
|
Transfers
to/from other plans generally represent account balance transfers
for
participants who transfer from one plan to another plan primarily
due to
employment status changes.
|
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and changes therein. Actual results
could
differ from those estimates. The Company believes the techniques
and
assumptions used in establishing these amounts are
appropriate.
|
|
3.
|
Investment
Programs
|
|
The
majority
of the Plan’s assets are invested in the Caterpillar Investment Trust as
discussed in Note 4, except for the self-directed fund option and
participant loans receivable.
|
|
Participants
can elect to have their contributions invested in any combination
of the
following investment fund options:
|
|
*
|
Caterpillar
Stock Fund
|
*
|
Preferred
Small Cap Growth Fund
|
|
|
*
|
Preferred
Stable Principal Fund
|
*
|
US
Equity
Broad Index Fund
|
|
|
*
|
Preferred
Short-Term Government Securities Fund
|
*
|
Preferred
Mid
Cap Growth Fund
|
|
|
*
|
Preferred
Money Market Fund
|
*
|
Preferred
International Growth Fund
|
|
|
*
|
Preferred
Value Fund
|
*
|
Model
Portfolio - Income
|
|
|
*
|
Preferred
International Value Fund
|
*
|
Model
Portfolio - Conservative Growth
|
|
|
*
|
Preferred
Large Cap Growth Fund
|
*
|
Model
Portfolio - Moderate Growth
|
|
|
*
|
Preferred
Asset Allocation Fund
|
*
|
Model
Portfolio - Growth
|
|
|
*
|
Preferred
Fixed Income Fund
|
|
Each
Model
Portfolio contains a specific mix of the Plan’s core investments. Each
portfolio’s mix of stocks and bonds is automatically rebalanced on the
last business day of each calendar quarter. The targeted percentage
of
stocks and bonds in each of the Model Portfolios is as
follows:
|
|
*
|
Income
|
20%
stocks
and 80% bonds
|
|
|
*
|
Conservative
Growth
|
40%
stocks
and 60% bonds
|
|
|
*
|
Moderate
Growth
|
60%
stocks
and 40% bonds
|
|
|
*
|
Growth
|
80%
stocks
and 20% bonds
|
|
In
addition,
a self-directed fund option allows participants to invest in various
other
investments outside of the standard Plan options. Harris Direct is
the
custodian for funds invested through this self-directed fund option.
Net
investment income for the participant directed brokerage account
consists
primarily of net appreciation (depreciation) in the fair value of
investments in registered investment
companies.
|
|
Details
of
the participant directed brokerage accounts net assets are as
follows:
|
|
(in
thousands of dollars)
|
2005
|
2004
|
|||||||
|
|
|
||||||||
|
Investments,
at fair value
|
|
|
|
|
|||||
|
Registered
investment companies
|
$
|
113,461
|
$
|
78,088
|
|||||
|
Other
|
119
|
23
|
|||||||
|
|
|
|
|
|
|
||||
|
Net
assets of
the participant directed brokerage accounts
|
113,580
|
|
$
|
78,111
|
|
||||
|
|
|
|
|
|
|
||||
|
4.
|
Master
Trust
|
|
A
portion of
the Plan’s investments are in the Caterpillar Investment Trust (the
"Master Trust"), which was established for the investment of the
Plan and
other Company sponsored retirement plans. These plans pool their
investments in the Master Trust in exchange for a percentage of
participation in the Trust. The assets of the Master Trust are held
by The
Northern Trust Company (the "Trustee").
|
|
The
percentage of the Plan's participation in the Master Trust was determined
based on the December 31, 2005 and 2004 fair values of net assets,
as
accumulated by the Trustee for the investment fund options chosen
by
participants of each plan. At December 31, 2005 and 2004, the Plan's
interest in the net assets of the Master Trust was 90.20 percent
and 89.66
percent, respectively.
|
|
The
Master
Trust's investments are stated at fair value. Common stock is valued
at
quoted market prices. Shares of registered investment companies are
valued
at quoted market prices that represent the net asset value of shares
held
by the Master Trust at year-end. Common and collective trust investments
are stated at unit value, which represents the fair value of the
underlying investments.
|
|
The
net
investment income or loss of the Master Trust is reflected in the
financial statements of the Plan based on the actual earnings of
each
investment fund as allocated to the Plan based on average investment
balances throughout the year.
|
|
Details
of
the Master Trust net assets and significant components of the net
investment income of the Master Trust are as
follows:
|
|
(in
thousands of dollars)
|
2005
|
2004
|
||||||||
|
|
|
|||||||||
|
Investments,
at fair value
|
||||||||||
|
Caterpillar
Inc. common stock, 39,883,224
and 39,964,424
shares, respectively
|
$
|
2,304,054
|
$
|
1,948,465
|
||||||
|
Registered
investment companies
|
1,626,639
|
1,495,349
|
||||||||
|
Common
and
collective trusts
|
424,008
|
394,436
|
||||||||
|
|
|
|
|
|
|
|||||
|
4,354,701
|
3,838,250
|
|||||||||
|
Dividend
and
interest receivable
|
80
|
36
|
||||||||
|
Other,
net -
pending trade sales (purchases)
|
8,443
|
(16
|
)
|
|||||||
|
Net
assets of
the Master Trust
|
$
|
4,363,224
|
$
|
3,838,270
|
||||||
|
|
|
|
|
|
|
|||||
|
Plan’s
interest in the Master Trust
|
$
|
3,935,615
|
$
|
3,441,473
|
||||||
|
|
|
|
|
|
|
|||||
|
(in
thousands of dollars)
|
2005
|
2004
|
||||||||
|
|
|
|||||||||
|
Investment
income
|
||||||||||
|
Dividends
|
16,575
|
32,832
|
||||||||
|
Net
appreciation in fair value of investments:
|
||||||||||
|
Common
stock
|
380,583
|
298,996
|
||||||||
|
Registered
investment companies
|
101,749
|
111,831
|
||||||||
|
Common
and
collective trusts
|
14,817
|
15,407
|
||||||||
|
|
|
|
|
|
|
|||||
|
Net
Master
Trust investment income
|
$
|
513,724
|
$
|
459,066
|
||||||
|
|
|
|
|
|
|
|||||
|
Plan’s
interest in net Master Trust investment income
|
$
|
469,647
|
$
|
418,413
|
||||||
|
|
|
|
|
|
|
|||||
|
On
June 8, 2005, the Company’s board
of directors approved a 2-for-1 stock split in the form of a 100
percent
stock dividend. The stock split shares were distributed on July 13,
2005
to stockholders of record at the close of business on June 22, 2005.
The share data and price per share data in the table above reflect
the
stock split, applied retroactively, to all periods presented.
|
|
| 5. | Related Parties |
|
The
Trustee
is authorized, under contract provisions and by exemption under
29 CFR
408(b) of ERISA regulations, to invest in securities under its
control and
in securities of the Company.
The
Master
Trust invests mainly in the Preferred Group of Mutual Funds, registered
investment companies that are sponsored by Caterpillar Investment
Management Ltd. (CIML), a wholly-owned subsidiary of Caterpillar
Inc. The
investment options available to the participants are summarized
in Note 3
and include the Caterpillar Stock Fund. The Master Trust also invests
in
the US Equity Broad Index Fund, which is sponsored and managed
by The
Northern Trust Company, the Trustee for the Master
Trust.
|
|
|
CIML
manages
the Preferred Short-Term Government Securities Fund while all other
funds
are managed by unrelated investment managers. Caterpillar Securities,
Inc., a wholly-owned subsidiary of CIML, distributes the shares of
the
registered investment companies to the Master Trust.
|
| 6. | Subsequent Event |
|
(in
thousands of dollars)
|
2005
|
2004
|
||||||
|
|
|
|||||||
|
|
|
|
|
|||||
|
Net
assets
available for benefits per financial statements
|
$
|
4,101,018
|
$
|
3,560,345
|
||||
|
Certain
deemed distributions of participant loans
|
(560
|
)
|
(53
|
)
|
||||
|
|
|
|
|
|
|
|||
|
Net
assets
per Form 5500
|
$
|
4,100,458
|
|
$
|
3,560,292
|
|
||
|
|
|
|
|
|
|
|||
|
SCHEDULE
I
|
|||||||||||
|
Caterpillar
401(k) Plan
EIN
37-0602744
Schedule
H, Line 4i - Schedule of Assets Held at End of Year
December
31, 2005
|
|||||||||||
|
|
|||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||||
|
Identity
of
issuer,
borrower,
lessor
or
similar
party
|
Description
of investment, including
maturity
date, rate of interest,
collateral,
par or maturity value
|
Cost
|
Current
value
|
||||||||
|
|
|
|
|
|
|||||||
|
*
|
Caterpillar
Inc.
|
Caterpillar
Investment Trust
|
**
|
$
|
3,935,614,737
|
||||||
|
Harris
Direct
|
Participant-directed
brokerage account
|
**
|
113,579,750
|
||||||||
|
*
|
Participant
loans receivable
|
Participant
loans (various maturity dates through August 31, 2015, various interest
rates ranging from 4% to 11%)
|
-
|
36,117,925
|
|||||||
|
|
|
||||||||||
|
Total
Investments
|
$
|
4,085,312,412
|
|||||||||
|
|
|
||||||||||
|
* Denotes
party in interest.
|
|||||||||||
|
** Cost
information is not applicable for participant directed
investments.
|
|||||||||||