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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, 2008
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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
401(K) 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
401(K) PLAN
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CATERPILLAR
INC. (Issuer)
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June 23,
2009
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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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Caterpillar
Inc.
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Caterpillar
401(k) Plan
Index
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Financial
Statements
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Supplemental
Schedule
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Note: Other
schedules required by 29 CFR 2520.103-10 of the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have been omitted because they are
not applicable.
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Caterpillar
401(k) Plan
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|||||||||
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Statements
of Net Assets Available for Benefits
December
31, 2008 and 2007
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(in
thousands of dollars)
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2008
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2007
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Investments
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Interest in
the Caterpillar Investment Trust
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$
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3,465,803
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$
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4,888,837
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Participant
loans receivable
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63,636
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56,226
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Other
investments – participant directed brokerage accounts
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119,802
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179,941
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Total
investments
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3,649,241
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5,125,004
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Receivables
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Participant
contributions receivable
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10,560
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9,945
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Employer
contributions receivable
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9,575
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8,336
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Total
receivables
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20,135
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18,281
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Net assets
available for benefits, at fair value
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3,669,376
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5,143,285
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Adjustment
from fair value to contract value for synthetic guaranteed investment
contracts
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87,916
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7,650
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Net assets
available for benefits
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$
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3,757,292
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$
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5,150,935
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The
accompanying notes are an integral part of these financial
statements.
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Caterpillar
401(k) Plan
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Statements
of Changes in Net Assets Available for Benefits
Years
Ended December 31, 2008 and 2007
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(in
thousands of dollars)
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2008
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2007
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Investment
income (loss)
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Plan interest
in net investment income (loss) of Caterpillar Investment
Trust
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$
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(1,493,535
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)
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$
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612,006
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Interest on
participant loans receivable
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4,585
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3,981
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Net
investment income (loss) from participant directed brokerage
accounts
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(63,055
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)
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16,256
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Net
investment income (loss)
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(1,552,005
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)
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632,243
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Contributions
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Participant
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235,469
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216,133
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Employer
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152,843
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133,555
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Total
contributions
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388,312
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349,688
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Deductions
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Withdrawals
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(235,598
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)
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(325,462
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)
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Administrative
expenses
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(2,721
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)
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(2,902
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)
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Total
deductions
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(238,319
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)
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(328,364
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)
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Increase
(decrease) in net assets available for benefits
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(1,402,012
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)
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653,567
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Transfers
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Transfers
from other plans, net
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8,369
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4,677
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Net increase
(decrease) in net assets available for benefits
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(1,393,643
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658,244
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Net
assets available for benefits
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Beginning of
year
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5,150,935
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4,492,691
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End of
year
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$
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3,757,292
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$
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5,150,935
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The
accompanying notes are an integral part of these financial
statements.
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Caterpillar
401(k) Plan
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December
31, 2008 and 2007
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1.
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Plan
Description
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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.
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General
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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”).
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Participation
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Management,
salaried and non-bargained hourly employees who meet certain age and
service requirements are eligible to participate in the
Plan. Participating eligible employees (the “participants”)
elect to defer a portion of their compensation until retirement through
pre-tax contributions.
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Participant
Accounts
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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 contributions and an allocation of Plan
earnings. Allocations of earnings are based on participant
account balances, as defined. Participant benefits are limited
to their vested account balance.
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Contributions
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Participant
contributions are made through a pre-tax compensation deferral as elected
by the participants. 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 matching
contributions into various investment options offered by the Plan as
discussed in Note 3. Participants may change their contribution
elections and prospective investment elections on a daily basis and
reallocate the investment of their existing account balance either daily
or every seven business days depending on the investment.
Starting
January 1, 2007, newly eligible employees were subject to an automatic
enrollment process. Unless electing otherwise, employees who
become newly eligible will be enrolled with a default 6% deferral of their
eligible pay and their default investment election is to the Model
Portfolio – Moderately Aggressive fund.
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Vesting
and Distribution Provisions
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Participants
are 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.
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Participant
Loans
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The Plan
provides for participant loans against eligible participants’ account
balances. Eligible participants obtain loans by filing a loan
application with the Plan’s record keeper and receiving all requisite
approvals. Loan amounts are generally limited to the lesser of
$50,000 or 50 percent of the individual participant’s vested account
balance, with certain regulatory restrictions. Each loan
specifies a repayment period that cannot extend beyond five
years. However, the five-year limit shall not apply to any loan
used to acquire any dwelling unit which within a reasonable time is to be
used (determined at the time the loan is made) as the principal residence
of the participant. Loans bear interest at the prime interest
rate plus 1 percent, as determined at the time of loan
origination. Repayments, including interest, are made through
after-tax payroll deductions and are credited to the individual
participant’s account balance. At December 31, 2008,
participant loans have various maturity dates through August 31, 2018,
with varying interest rates ranging from 4.25 to 11.0
percent.
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Administration
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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.
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Plan
Termination
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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. In the event of Plan termination, Plan assets will be
distributed in accordance with the provisions of the
Plan.
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Plan
Qualification
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The Plan
obtained its latest determination letter on October 16, 2008, 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 subsequent to the
period covered by 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.
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2.
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Summary
of Significant Accounting Policies
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New
Accounting Guidance
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In September
2006, the Financial Accounting Standards Board (the “FASB”) issued
Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value
Measurements. SFAS 157 provides a common definition of
fair value and a framework for measuring assets and liabilities at fair
values when a particular standard prescribes it. In addition,
the Statement expands disclosures about fair value
measurements. The Company applied this new accounting standard
for plan years beginning January 1, 2008. The adoption did not
have a material impact on the Plan’s financial
statements.
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Basis
of Accounting
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The Plan’s
accounts are maintained on the accrual basis of
accounting.
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Investments
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The Plan’s
interest in the Caterpillar Investment Trust is valued as described in
Note 4. Investments included in the participant directed
brokerage account 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
Expenses
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The Plan
accrues 6 basis points annually of the market value of the assets of each
investment fund, which is transferred monthly from the Caterpillar
Investment Trust into a holding account to pay expenses as they come
due. The amount accumulated in the holding account is used to
pay certain administrative expenses that have been approved by the Benefit
Funds Committee including recordkeeping fees, trustee fees, plan education
and audit fees. The Company pays any expenses which exceed
amounts accrued annually by the Plan.
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Withdrawals
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Withdrawals
are recorded when paid.
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Transfers
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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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Use
of Estimates in the Preparation of Financial Statements
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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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Reclassifications
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Certain
amounts from the prior year have been reclassified to conform to the
current-year financial statement and footnote
presentation.
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Risks
and Uncertainties
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The Plan
provides for various investment options in any combination of stocks,
bonds, fixed income securities, mutual funds and other investment
securities. Investment securities are exposed to various risks,
such as interest rate, market and credit risks. Due to the
level of risk associated with certain investment securities, it is at
least reasonably possible that changes in the values of investment
securities could occur in the near term and that such changes could
materially affect participants' account balances and the amounts reported
in the Statements of Net Assets Available for Benefits. At
December 31, 2008, approximately 45 percent of the Plan’s investments were
invested in Caterpillar Inc. common stock.
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3.
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Investment
Programs
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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 participant directed brokerage account
and participant loans receivable.
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The
investment options available to participants consist of four main
categories: core investments, model portfolios, Caterpillar stock and a
brokerage account.
The core
options consist of nine investment choices, each representing a different
asset class but collectively offering a broad range of investment
alternatives with varying levels of risk and potential
returns.
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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Conservative
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20% stocks
and 80% bonds
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*
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Moderately
Conservative
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40% stocks
and 60% bonds
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*
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Moderately
Aggressive
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60% stocks
and 40% bonds
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*
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Aggressive
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80% stocks
and 20% bonds
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The
Caterpillar Stock Fund consists of Caterpillar Inc. common stock and a
small amount of cash equivalents.
The brokerage
account option allows participants to invest in various other investments
outside of the standard Plan options. Hewitt Financial Services
is the custodian for funds invested through this participant directed
option. Investments in the participant directed brokerage
account consist of registered investment companies. The net investment
income (loss) for the participant directed brokerage account consists of
net appreciation (depreciation) in the fair value of investments in
registered investment companies.
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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").
The
percentage of the Plan's participation in the Master Trust was determined
based on the December 31, 2008 and 2007 net asset values for the
investment fund options chosen by participants of each plan. At
December 31, 2008 and 2007, the Plan's interest in the net assets of the
Master Trust was 89.61 percent and 89.79 percent,
respectively.
The following
investments represent 5 percent or more of the net assets of the
Master Trust as of December 31, 2008 and
2007:
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(in
thousands of dollars)
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2008
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2007
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Caterpillar
Inc. common stock, at fair value
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$
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1,793,050
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$
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2,642,282
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Synthetic
guaranteed investment contracts, at contract value:
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Aegon
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281,869
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N/A
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AIG
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281,870
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N/A
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State
Street
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281,909
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N/A
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The net
assets of the Master Trust as of December 31, 2008 and 2007 are as
follows:
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(in
thousands of dollars)
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2008
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2007
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||||||
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ASSETS
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||||||||
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Investments,
at fair value
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||||||||
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Caterpillar
Inc. common stock
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$
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1,793,050
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$
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2,642,282
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Common
stocks
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691,655
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1,293,837
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Preferred
stocks
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2,268
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10,789
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Preferred
corporate bonds and notes
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32,589
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47,846
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Other
corporate bonds and notes
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38,590
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42,946
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U.S.
Government securities
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92,120
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108,327
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Synthetic
guaranteed investment contracts
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744,251
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722,524
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Common
collective trusts
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299,731
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338,348
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Registered
investment companies
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579
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838
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Interest
bearing cash
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25,347
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37,103
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Other
investments
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2,407
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7,634
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3,722,587
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5,252,474
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Securities
on loan, at fair value
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Common
stocks
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130,568
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189,004
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Corporate
bonds and notes
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6,167
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6,300
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||||||
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U.S.
Government securities
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8,732
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31,277
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||||||
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145,467
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226,581
|
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Cash
collateral held under securities loan agreements, at fair
value
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||||||||
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Caterpillar
Investment Trust Custom Collateral Fund
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154,865
|
227,679
|
||||||
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Other
assets
|
||||||||
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Cash
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1,277
|
226
|
||||||
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Receivables
for securities sold
|
30,031
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48,759
|
||||||
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Accrued
income
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4,077
|
3,935
|
||||||
|
35,385
|
52,920
|
|||||||
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Total Master
Trust assets
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4,058,304
|
5,759,654
|
||||||
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LIABILITIES
|
||||||||
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Obligation
under securities loan agreements
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(148,387
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)
|
(227,679
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)
|
||||
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Payables for
securities purchased
|
(45,502
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)
|
(87,846
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)
|
||||
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Total Master
Trust liabilities
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(193,889
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)
|
(315,525
|
)
|
||||
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Adjustment
from fair value to contract value for synthetic guaranteed investment
contracts
|
101,397
|
8,964
|
||||||
|
Master Trust
assets, net
|
$
|
3,965,812
|
$
|
5,453,093
|
||||
|
Plan’s
interest in the net Master Trust assets
|
$
|
3,553,719
|
$
|
4,896,487
|
||||
|
Investments
are stated at fair value. Investments in common stock,
preferred stock, corporate bonds and notes, U.S. Government securities and
other assets are primarily valued at quoted market
prices. Common collective trusts are stated at unit value,
which represents the fair value of the underlying
investments. 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.
|
|
|
Net
investment income (loss) of the Master Trust for the years ended December
31, 2008 and 2007 is as follows:
|
|
|
(in
thousands of dollars)
|
2008
|
2007
|
|||||||
|
Interest
|
$
|
53,644
|
$
|
49,574
|
|||||
|
Dividends
|
85,270
|
75,878
|
|||||||
|
Net
appreciation (depreciation) of the fair value of
investments:
|
|||||||||
|
Caterpillar
Inc. common stock
|
(1,034,715
|
)
|
459,737
|
||||||
|
Common
stocks
|
(627,379
|
)
|
86,425
|
||||||
|
Preferred
stocks
|
(5,012
|
)
|
4,462
|
||||||
|
Preferred
corporate bonds and notes
|
(8,700
|
)
|
(1,218
|
)
|
|||||
|
Other
corporate bonds and notes
|
(15,379
|
)
|
(2,657
|
)
|
|||||
|
U.S.
Government securities
|
2,081
|
2,864
|
|||||||
|
Common
collective trusts
|
(65,936
|
)
|
13,777
|
||||||
|
Registered
investment companies
|
(178
|
)
|
22
|
||||||
|
Other
investments
|
(33,586
|
)
|
(10,703
|
)
|
|||||
|
Net Master
Trust investment income (loss)
|
$
|
(1,649,890
|
)
|
$
|
678,161
|
||||
|
Plan’s
interest in net Master Trust investment income (loss)
|
$
|
(1,493,535
|
)
|
$
|
612,006
|
||||
|
Dividend
income is recorded as of the ex-dividend date. Interest income
is recorded daily as earned. The Master Trust presents in net
investment income (loss), the net appreciation (depreciation) in the fair
value of its investments which consists of the realized gains or losses
and the unrealized appreciation (depreciation) on those
investments.
|
|
|
Investment
Contracts
|
|
|
The Master
Trust holds fixed income benefit responsive investment contracts, referred
to as synthetic guaranteed investment contracts (“synthetic GICs”), in
which an investment contract is issued by an insurance company or a
financial services institution. The synthetic GICs, designed to
help preserve principal and provide a stable crediting rate of interest,
are fully benefit responsive and provide that plan participant initiated
withdrawals will be paid at contract value. The synthetic GICs
are backed by a portfolio of fixed income investments which are
effectively owned by the Plan. The assets underlying the
synthetic GICs are maintained by a third party custodian, separate from
the contract issuer's general assets. The synthetic GICs are
obligated to provide an interest rate not less than zero. These
contracts provide that realized and unrealized gains and losses of the
underlying assets are not reflected immediately in the assets of the fund,
but rather are amortized, usually over the duration of the underlying
assets, through adjustments to the future interest crediting
rate. The future interest crediting rate can be adjusted
periodically and is primarily based on the current yield-to-maturity of
the covered investments, plus or minus amortization of the difference
between the market value and contract value of the covered investments
over the duration of the covered investments at the time of
computation. The issuers guarantee that all qualified
participant withdrawals will occur at contract value.
Employer
initiated events, if material, may affect the underlying economics of the
investment contracts. These events include plant closings,
layoffs, plan termination, bankruptcy or reorganization, merger, early
retirement incentive programs, tax disqualification of a trust or other
events. The occurrence of one or more employer initiated events
could limit the Plan’s ability to transact at contract value with plan
participants. As of December 31, 2008, the Company believes the
occurrence of an event that would limit the ability of the Plan to
transact at contract value with the participants in the Plan is
remote.
|
|
A summary of
the average yields for the synthetic GICs are as
follows:
|
|
Average
Yields
|
December
31, 2008
|
December
31, 2007
|
|||
|
Based on
actual income
|
6.33%
|
6.65%
|
|||
|
Based on
interest rate credited to participants
|
3.48%
|
5.85%
|
|||
|
FASB Staff
Position, FSP AAG INV-1, Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Audit Guide and Defined-Contribution Health and Welfare
and Pension Plans, requires the Statements of Net Assets Available for
Benefits to present the fair value of the synthetic GICs, as well as an
adjustment of the fully benefit-responsive synthetic GICs from fair value
to contract value.
|
|
|
Derivatives
|
|
|
Within the
Master Trust, a number of investment managers use derivative financial
instruments to meet fund objectives and manage exposure to foreign
currency, interest rate and market fluctuations. The fair value of these
derivative contracts and related appreciation (depreciation) are included
in Other Investments in the Statements of Net Assets Available for
Benefits and Investment Income of the Master Trust.
|
|
|
A summary of
the open futures contracts as of December 31, 2008 is as
follows:
|
|
Long
Contracts
|
Short
Contracts
|
|||||||||||||||
|
*(in
thousands of dollars)
|
Contracts
|
Fair
Value*
|
Contracts
|
Fair
Value*
|
||||||||||||
|
Foreign
currency futures
|
120
|
$
|
29,112
|
–
|
$
|
–
|
||||||||||
|
Equity
futures
|
99
|
17,371
|
–
|
–
|
||||||||||||
|
Fixed income
futures
|
132
|
16,512
|
18
|
2,264
|
||||||||||||
|
A summary of
the open futures contracts as of December 31, 2007 is as
follows:
|
|
Long
Contracts
|
Short
Contracts
|
|||||||||||||||
|
*(in
thousands of dollars)
|
Contracts
|
Fair
Value*
|
Contracts
|
Fair
Value*
|
||||||||||||
|
Foreign
currency futures
|
152
|
$
|
36,478
|
–
|
$
|
–
|
||||||||||
|
Equity
futures
|
115
|
33,707
|
–
|
–
|
||||||||||||
|
Fixed income
futures
|
154
|
17,796
|
203
|
23,309
|
||||||||||||
|
The above
tables for 2008 and 2007 reflect the fair value of all open derivative
futures contracts, without reflecting the corresponding fair value of the
derivative offsets, which net to zero.
A summary of
the notional and fair values of the open swap agreements as of December
31, 2008 and 2007 is as follows:
|
|
December
31, 2008
|
December
31, 2007
|
|||||||||||||||
|
(in
thousands of dollars)
|
Notional
Value
|
Fair
Value
|
Notional
Value
|
Fair
Value
|
||||||||||||
|
Credit
default swaps
|
$
|
32,785
|
$
|
(5,315
|
)
|
$
|
33,550
|
$
|
(1,711
|
)
|
||||||
|
Interest rate
swaps
|
15,942
|
(425
|
)
|
17,666
|
586
|
|||||||||||
|
Index
swaps
|
–
|
–
|
3,400
|
16
|
||||||||||||
|
The Master
Trust continually monitors its positions with, and the credit quality of,
the major financial institutions which are counterparties to its financial
instruments, and does not anticipate nonperformance by these
counterparties. To mitigate the credit risk of certain derivative
financial instruments, investment managers use International Swaps and
Derivatives Association (ISDA) agreements with the counterparties.
These agreements include netting exposures within similar derivative types
and posting collateral if required.
|
|
Fair
Value Measurements
|
||
|
As discussed
in Note 2, the Plan adopted SFAS 157 as of January 1,
2008. SFAS 157 defines fair value as the exchange price that
would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market
participants. SFAS 157 also specifies a fair value hierarchy
based upon the observability of inputs used in valuation
techniques. Observable inputs (highest level) reflect market
data obtained from independent sources, while unobservable inputs (lowest
level) reflect internally-developed market assumptions. In
accordance with SFAS 157, fair value measurements are classified under the
following hierarchy:
|
||
|
·
|
Level 1 –
Quoted prices for identical instruments in active
markets.
|
|
|
·
|
Level 2 –
Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and
model-derived valuations in which all significant inputs or significant
value-drivers are observable in active markets.
|
|
|
·
|
Level 3 –
Model-derived valuations in which one or more significant inputs or
significant value-drivers are unobservable.
|
|
|
When
available, quoted market prices are used to determine fair value and such
measurements are classified within Level 1. In some cases where
market prices are not available, observable market based inputs are used
to calculate fair value, in which case the measurements are classified
within Level 2. If quoted or observable market prices are not
available, fair value is based upon internally developed models that use,
where possible, current market-based parameters such as interest rates,
yield curves and currency rates. These measurements are
classified within Level 3.
Fair value
measurements are classified according to the lowest level input or
value-driver that is significant to the valuation. A
measurement may therefore be classified within Level 3 even though there
may be significant inputs that are readily observable.
Master Trust
assets and liabilities that are measured at fair value as of December 31,
2008 are summarized
below:
|
||
|
Fair
Value Measurements as of December 31, 2008
|
||||||||||||||||
|
(in
thousands of dollars)
|
Level
1
|
Level
2
|
Level
3
|
Total
|
||||||||||||
|
Stocks
|
$
|
2,614,694
|
$
|
2,847
|
$
|
–
|
$
|
2,617,541
|
||||||||
|
Corporate
bonds and notes
|
–
|
77,346
|
–
|
77,346
|
||||||||||||
|
U.S.
government securities
|
–
|
100,852
|
–
|
100,852
|
||||||||||||
|
Synthetic
guaranteed investment contracts
|
–
|
744,251
|
–
|
744,251
|
||||||||||||
|
Common
collective trusts
|
–
|
299,731
|
–
|
299,731
|
||||||||||||
|
Registered
investment companies
|
579
|
–
|
–
|
579
|
||||||||||||
|
Interest
bearing cash
|
25,347
|
–
|
–
|
25,347
|
||||||||||||
|
Caterpillar
Investment Trust Custom Collateral Fund
|
–
|
154,865
|
–
|
154,865
|
||||||||||||
|
Other
investments, net
|
6,529
|
(4,122
|
)
|
–
|
2,407
|
|||||||||||
|
Total assets
and liabilities
|
$
|
2,647,149
|
$
|
1,375,770
|
$
|
–
|
$
|
4,022,919
|
||||||||
|
Plan assets
not included in the Master Trust that are measured at fair value as of
December 31, 2008 are summarized
below:
|
|
Fair
Value Measurements as of December 31, 2008
|
||||||||||||||||
|
(in
thousands of dollars)
|
Level
1
|
Level
2
|
Level
3
|
Total
|
||||||||||||
|
Participant
directed brokerage account
|
$
|
95,730
|
$
|
24,072
|
$
|
–
|
$
|
119,802
|
||||||||
|
Participant
loans receivable
|
–
|
–
|
63,636
|
63,636
|
||||||||||||
|
Total
assets
|
$
|
95,730
|
$
|
24,072
|
$
|
63,636
|
$
|
183,438
|
||||||||
|
The following
is a roll-forward of assets measured at fair value using Level 3 inputs as
of December 31, 2008:
|
|
Level
3 Assets
|
||||||
|
(in
thousands of dollars)
|
Participant
Loans
|
|||||
|
Balance,
beginning of year
|
$
|
56,226
|
||||
|
Issuances and
settlements, net
|
7,410
|
|||||
|
Balance, end
of year
|
$
|
63,636
|
||||
|
Securities
Lending
|
|
|
The Master
Trust participates in a securities lending program offered by the
Trustee. As a participating lender, the Master Trust receives
cash, letters of credit, or U.S. government securities as collateral for
loans of securities to approved borrowers. The Trustee pools
the cash and non-cash collateral in the Caterpillar Investment Trust
Custom Collateral Fund, which invests primarily in short term investment
vehicles. Initial collateral levels are not less than 102
percent of the fair value of the borrowed securities, or not less than 105
percent if the borrowed securities and the collateral are denominated in
different currencies. The fair value of securities on loan was
approximately $145 million and $227 million at December 31, 2008 and 2007,
respectively. The collateral received in 2008 for these loaned
securities was approximately $148 million ($233 million in 2007), of which
approximately $147 million represented cash or other highly liquid
investments ($228 million in 2007). Net realized investment
income (loss) from securities lending was approximately ($10.8) million
and ($1.1) million in 2008 and 2007, respectively, and is included in
interest in the net investment income (loss) of the Master
Trust.
|
|
|
5.
|
Parties-in-Interest
|
|
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
investment options available to the participants as summarized in Note 3
include the Caterpillar Stock Fund. The Master Trust also invests in the
U.S. Equity Broad Index Fund, which is sponsored and managed by The
Northern Trust Company, the Trustee for the Master Trust. The
Northern Trust Company also manages the cash equitization portion of each
of the investment options for liquidity purposes.
|
|
6.
|
Reconciliation
of Financial Statements to Form 5500
|
|||||||||
|
The following
table reconciles the net assets available for benefits per the audited
financial statements to the Form 5500 Annual Report:
|
||||||||||
|
(in
thousands of dollars)
|
2008
|
2007
|
||||||||
|
Net assets
available for benefits per financial statements
|
$
|
3,757,292
|
$
|
5,150,935
|
||||||
|
Certain
deemed distributions of participant loans
|
(2,519
|
)
|
(1,536
|
)
|
||||||
|
Net assets
per Form 5500
|
$
|
3,754,773
|
$
|
5,149,399
|
||||||
|
Caterpillar
401(k) Plan
|
|||||||||||
|
EIN
37-0602744
Schedule
H, Line 4i – Schedule of Assets (Held at End of Year)
December
31, 2008
|
|||||||||||
|
(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
|
**
|
$
|
3,465,802,506
|
||||||
|
Hewitt
Financial Services
|
Participant
directed brokerage account
|
**
|
119,802,415
|
||||||||
|
*
|
Participant
loans receivable
|
Participant
loans (various maturity dates through August 31, 2018, various interest
rates ranging from 4.25% to 11.0%)
|
–
|
63,636,358
|
|||||||
|
Total
Investments
|
$
|
3,649,241,279
|
|||||||||
|
* Denotes
party in interest.
|
|||||||||||
|
** Cost
information is not applicable for participant directed
investments.
|
|||||||||||