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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
11-K
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(Mark
One)
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For
the
fiscal year ended December 31, 2005
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OR
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For
the
transition period from __________ to __________.
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Commission
File No. 1-768
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CATERPILLAR
INC.
TAX
DEFERRED RETIREMENT PLAN
(Full
title
of the Plan)
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CATERPILLAR
INC.
(Name
of
issuer of the securities held pursuant to the Plan)
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100
NE Adams
Street, Peoria, Illinois 61629
(Address
of
principal executive offices)
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SIGNATURES
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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.
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CATERPILLAR
INC.
TAX
DEFERRED RETIREMENT PLAN
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CATERPILLAR
INC. (Issuer)
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June
28,
2006
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By:
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/s/David
B. Burritt
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Name:
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David
B.
Burritt
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Title:
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Vice
President and Chief Financial
Officer
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EXHIBIT
A
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Caterpillar
Inc.
Tax
Deferred Retirement Plan
Statement
of Net Assets Available for Benefits
December
31, 2005
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(in
thousands of dollars)
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2005
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Investments
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Interest
in
the Caterpillar Investment Trust
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$
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2,686
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Participant
loans receivable
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53
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Other
investments - participant directed brokerage accounts
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1
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Total
Investments
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2,740
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Receivables
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Participant
contributions receivable
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100
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Employer
contributions receivable
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2,145
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Net
assets
available for benefits
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$
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4,985
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The
accompanying notes are an integral part of these financial
statements.
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EXHIBIT
B
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Caterpillar
Inc.
Tax
Deferred Retirement Plan
Statement
of Changes in Net Assets Available for Benefits
Year
Ended December 31, 2005
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(in
thousands of dollars)
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2005
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Investment
income
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Plan
interest
in net investment income of Master Trust
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$
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128
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Interest
on
participant loans receivable
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1
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Net
investment income
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129
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Contributions
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Participant
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1,961
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Employer
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2,652
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Total
contributions
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4,613
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Deductions
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Withdrawals
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(86
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)
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Increase
in
net assets available for benefits
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4,656
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Transfers
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Transfers
from other plans, net
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329
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Net
increase
in net assets available for benefits
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4,985
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Net
assets available for benefits
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Beginning
of
year
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-
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End
of
year
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$
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4,985
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The
accompanying notes are an integral part of these financial
statements.
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The
following
description of the Caterpillar Inc. Tax Deferred Retirement Plan
(the
"Plan") provides only general information. Participants should refer
to
the Plan agreement for a more complete description of the Plan's
provisions.
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The
Plan is a
contributory defined contribution plan established by Caterpillar
Inc.
(the "Company") to enable eligible employees of the Company and its
subsidiaries (the "participating employers"), which adopt the Plan
to
accumulate funds for retirement. The Plan was established effective
December 15, 2004 but was first funded beginning in 2005. There were
no
plan assets or liabilities at December 31, 2004, nor any activity
in the
Plan from the effective date to December 31, 2004. The Plan is subject
to
the provisions of the Employee Retirement Income Security Act, as
amended
("ERISA").
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Employees
of
the participating employers who are covered under collective bargaining
agreements to which the Plan is extended who meet certain age, service
and
citizenship or residency requirements are eligible to participate
in the
Plan. Each employee will be eligible if the employee was hired on
or after
a specific date varying by union (primarily January 10, 2005) but
is not
eligible to participate in the Company’s Tax Deferred Savings Plan.
Participating eligible employees (the "participants") elect to defer
a
portion of their compensation until retirement.
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Accounts
are
separately maintained for each participant. The participant's account
is
credited with the participant's contribution as defined below, employer
match contributions and an allocation of (a) employer non-elective
contributions and (b) Plan earnings. Allocations 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.
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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.
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Participants
direct the investments 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.
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Participants
are immediately fully vested in their participant contributions and
earnings thereon. Participants become fully vested in Company matching
and
non-elective contributions and the earnings thereon upon completion
of
three years of service with the Company. 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.
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The
Plan is
administered by Caterpillar Inc., who 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.
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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
and
the provisions of the collective bargaining agreements. In the event
of
Plan termination, Plan assets will be distributed in accordance with
the
provisions of the Plan.
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The
Plan is
intended to meet the tax qualification requirements of Section 401(a)
of
the Internal Revenue Code of 1986, as amended. On September 15, 2005,
Caterpillar submitted the Plan to the Internal Revenue Service (the
“IRS”)
for a determination regarding its tax-qualified status. As of the
date of
this filing, the IRS has not made a determination regarding the Plan.
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.
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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.
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Administrative
costs, including trustee fees and certain investment costs, are paid
by
the Company.
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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.
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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.
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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.
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*
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Caterpillar
Stock Fund
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*
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Preferred
Small Cap Growth Fund
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*
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Preferred
Stable Principal Fund
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*
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US
Equity
Broad Index Fund
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*
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Preferred
Short-Term Government Securities Fund
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*
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Preferred
Mid
Cap Growth Fund
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*
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Preferred
Money Market Fund
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*
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Preferred
International Growth Fund
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*
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Preferred
Value Fund
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*
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Model
Portfolio - Income
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*
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Preferred
International Value Fund
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*
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Model
Portfolio - Conservative Growth
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*
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Preferred
Large Cap Growth Fund
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*
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Model
Portfolio - Moderate Growth
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*
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Preferred
Asset Allocation Fund
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*
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Model
Portfolio - Growth
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*
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Preferred
Fixed Income Fund
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The
Model
Portfolios contain 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:
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*
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Income
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20%
stocks
and 80% bonds
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*
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Conservative
Growth
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40%
stocks
and 60% bonds
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*
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Moderate
Growth
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60%
stocks
and 40% bonds
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*
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Growth
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80%
stocks
and 20% bonds
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4.
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Master
Trust
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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").
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The
percentage of the Plan's participation in the Master Trust was determined
based on the December 31, 2005 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, the Plan's interest in the net assets
of
the Master Trust was 0.06 percent.
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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.
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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.
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Details
of
the Master Trust net assets and significant components of the net
investment income of the Master Trust are as
follows:
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(in
thousands of dollars)
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2005
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Investments,
at fair value
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Caterpillar
Inc. common stock, 39,883,224 shares
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$
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2,304,054
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Registered
investment companies
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1,626,639
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Common
and
collective trusts
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424,008
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4,354,701
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Dividend
and
interest receivable
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80
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Other,
net -
pending trade sales
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8,443
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Net
assets of
the Master Trust
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$
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4,363,224
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Plan’s
interest in the Master Trust
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$
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2,686
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(in
thousands of dollars)
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2005
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Investment
income
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Dividends
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16,575
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Net
appreciation in fair value of investments:
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Common
stock
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380,583
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Registered
investment companies
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101,749
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Common
and
collective trusts
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14,817
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Net
Master
Trust investment income
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$
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513,724
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Plan’s
interest in net Master Trust investment income
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$
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128
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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.
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SCHEDULE
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Caterpillar
Inc.
Tax
Deferred Retirement Plan
EIN
37-0602744
Schedule
H, Line 4i - Schedule of Assets Held at End of Year
December
31, 2005
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(a)
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(b)
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(c)
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(d)
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(e)
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Identity
of
issuer,
borrower,
lessor
or
similar
party
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Description
of investment, including
maturity
date, rate of interest,
collateral,
par or maturity value
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Cost
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Current
value
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*
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Caterpillar
Inc.
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Caterpillar
Investment Trust
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**
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$
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2,685,786
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Harris
Direct
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Participant-directed
brokerage account
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**
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1,012
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*
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Participant
loans receivable
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Participant
loans (various maturity dates through August 28, 2015, various
interest
rates ranging from 5% to 7.75%)
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-
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53,350
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Total
Investments
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$
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2,740,148
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* Denotes
party in interest.
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** Cost
information is not applicable for participant directed
investments.
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