form11ktdsp_2007.htm
 

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, 2007
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 INC.
TAX DEFERRED SAVINGS 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)
 

Form 11-K – 2007 - TDSP
 
Page 1 of 18




REQUIRED INFORMATION

Item 1.
The audited statements of net assets available for Plan benefits as of the end of the latest two fiscal years of the Plan are attached hereto as Exhibit A.


Item 2.
The audited statements of changes in net assets available for Plan benefits for each of the latest two fiscal years of the Plan are attached hereto as Exhibit B.


Item 3.
The statements required by Items 1 and 2 have been prepared in accordance with the applicable financial reporting requirements of ERISA.


Item 4.
The Consent of Independent Registered Public Accounting Firm is attached hereto as Exhibit C.



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 INC.
TAX DEFERRED SAVINGS PLAN
 
 
   
CATERPILLAR INC.  (Issuer)
 
       
June 24, 2008
 
By:
/s/ David B. Burritt 
     
Name:
David B. Burritt
     
Title:
Vice President and Chief Financial Officer
 
Form 11-K – 2007 - TDSP
 
Page 2 of 18

 
 
Caterpillar Inc.
Tax Deferred Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2007 and 2006
 
Form 11-K – 2007 - TDSP
 
Page 3 of 18

 

 
Caterpillar Inc.
 
Tax Deferred Savings Plan
Index
 
   
 
Page(s)
 
Report of Independent Registered Public Accounting Firm 
5
 
Financial Statements
 
 
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
6
 
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2007 and 2006
7
 
Notes to Financial Statements
December 31, 2007 and 2006
8–15
 
Supplemental Schedule
 
 
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2007
17

 
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.
 

 
Form 11-K – 2007 - TDSP
 
Page 4 of 18

 

 
Report of Independent Registered Public Accounting Firm
 
To the Participants, Plan Administrator, Investment
Plan Committee and Benefit Funds Committee of the
Caterpillar Inc. Tax Deferred Savings Plan
 
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Caterpillar Inc. Tax Deferred Savings Plan (the “Plan”) at December 31, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule of assets held at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan's management.  The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 

/s/ PricewaterhouseCoopers LLP
 
Peoria, Illinois
June 24, 2008
 
Form 11-K – 2007 - TDSP
 
Page 5 of 18

 
 
Exhibit A
Caterpillar Inc.
Tax Deferred Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
 
(in thousands of dollars)
2007
 
2006
Investments
             
 
Interest in the Caterpillar Investment Trust
$
419,514
   
$
390,528
 
 
Participant loans receivable
 
7,846
     
7,037
 
 
Other investments – participant directed brokerage accounts
 
6,891
     
5,585
 
   
Total Investments
 
434,251
     
403,150
 
                   
Receivables
             
 
Participant contributions receivable
 
5
     
507
 
                 
Payables
             
 
Excess participant contributions payable
 
(66
)
   
 
                 
Net assets available for benefits, at fair value
 
434,190
     
403,657
 
Adjustment from fair value to contract value for synthetic guaranteed investment contracts
 
1,126
     
(330
)
   
Net assets available for benefits
$
435,316
   
$
403,327
 
               
               
The accompanying notes are an integral part of these financial statements.
 
Form 11-K – 2007 - TDSP
 
Page 6 of 18

 
 
Exhibit B
Caterpillar Inc.
Tax Deferred Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2007 and 2006
 
(in thousands of dollars)
2007
 
2006
Investment income
             
 
Plan interest in net investment income of Caterpillar Investment Trust
$
48,398
   
$
24,896
 
 
Interest on participant loans receivable
 
517
     
401
 
 
Net investment income from participant directed brokerage accounts
 
823
     
665
 
   
Net investment income
 
49,738
     
25,962
 
               
Contributions
             
 
Participant
 
17,222
     
18,537
 
               
Deductions
             
 
Withdrawals
 
(34,688
)
   
(33,016
)
 
Administrative expenses
 
(253
)
   
(131
)
   
Total deductions
 
(34,941
)
   
(33,147
)
               
Increase in net assets available for benefits
 
32,019
     
11,352
 
               
Transfers
             
 
Transfers (to) from other plans, net
 
(30
)
   
43,390
 
                   
Net increase in net assets available for benefits
 
31,989
     
54,742
 
Net assets available for benefits
             
Beginning of year
 
403,327
     
348,585
 
End of year
$
435,316
   
$
403,327
 
 
The accompanying notes are an integral part of these financial statements.
 
Form 11-K – 2007 - TDSP
 
Page 7 of 18

 
 
Caterpillar Inc.
Tax Deferred Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006

1.
Plan Description
 
The following description of the Caterpillar Inc. Tax Deferred Savings Plan (the “Plan”) provides only general information.  Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.
   
 
General
 
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 is subject to the provisions of the Employee Retirement Income Security Act, as amended (“ERISA”).
 
Effective September 1, 2006, the Caterpillar Inc. Profit Sharing Plan (“Profit Sharing Plan”) was merged into the Plan.  In connection with the merger, each participant’s remaining balance in the trust under the Profit Sharing Plan was transferred, in the form of shares of Company stock, to an individual account within the Plan, with the account balance invested in the Company stock fund.  The total amount transferred from the Profit Sharing Plan was $43,876,724.
   
 
Participation
 
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.  Participation commences upon an eligible employee initiating the enrollment process promulgated by the Plan Administrator.  Participating eligible employees (the “participants”) elect to defer a portion of their compensation until retirement through pre-tax contributions.
   
 
Participant Accounts
 
Accounts are separately maintained for each participant.  The participant's account is credited with the participant's contribution as defined below 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.
   
 
Contributions
 
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.  Participants do not receive Company matching contributions.
 
Participants direct the investment of their 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.
 
Form 11-K – 2007 - TDSP
 
Page 8 of 18

 

 
Vesting and Distribution Provisions
 
Participants are fully vested in their participant contributions and 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.

 
Administration
 
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.
   
 
Participant Loans
 
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, 2007, participant loans have various maturity dates through June 2, 2017, with varying interest rates ranging from 4.75 to 11 percent.
   
 
Plan Termination
 
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 provisions of the collective bargaining agreement.  In the event of Plan termination, Plan assets will be distributed in accordance with the provisions of the Plan.
   
 
Plan Qualification
 
The Plan obtained its latest determination letter on March 6, 2000, 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.

2.
Summary of Significant Accounting Policies
   
 
New Accounting Guidance
 
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 will apply this new accounting standard for plan years beginning January 1, 2008.  The adoption is not expected to have a material impact on the Plan’s financial statements.
 
Form 11-K – 2007 - TDSP
 
Page 9 of 18

 

 
Basis of Accounting
 
The Plan's accounts are maintained on the accrual basis of accounting.
   
 
Investments
 
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.
   
 
Administrative Expenses
 
Starting in 2006, 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 Benefits Fund Committee including recordkeeping fees, trustee fees, plan education and audit fees.  The Company pays any expenses which exceed amounts accrued annually by the plan. Prior to 2006, all administrative expenses were paid by the Company.
   
 
Withdrawals
 
Withdrawals are recorded when paid.
   
 
Transfers
 
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.
   
 
Use of Estimates in the Preparation of Financial Statements
 
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.
   
 
Reclassifications
 
Certain amounts from the prior year have been reclassified to conform to the current-year financial statement and footnote presentation.
   
 
Risks and Uncertainties
 
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 statement of net assets available for benefits.  At December 31, 2007, approximately 38 percent of the Plan’s investments were invested in Caterpillar Inc. common stock.
 
Form 11-K – 2007 - TDSP
 
Page 10 of 18

 
 
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 participant directed brokerage account and participant loans receivable.
 
 
In October 2005, Caterpillar made the strategic decision to exit the investment management business.  As a result, the Benefit Funds Committee selected new investment options for the Plan.  The transition of the investment of participant balances to the new investment options were implemented after the close of the market effective May 26, 2006. The new investment options are similar in nature to the previous fund options and participant accounts and future deferral elections were automatically transferred to the most similar new investment option.  As with the previous structure, the new investment options 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:

 
*
 
Conservative
20% stocks and 80% bonds
 
*
 
Moderately Conservative
40% stocks and 60% bonds
 
*
 
Moderately Aggressive
60% stocks and 40% bonds
 
*
 
Aggressive
80% stocks and 20% bonds

 
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 and the net investment income for the participant directed brokerage account consists of net appreciation (depreciation) in the fair value of investments in registered investment companies.
 

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, 2007 and 2006 fair values of net assets for the investment fund options chosen by participants of each plan.  At December 31, 2007 and 2006, the Plan's interest in the net assets of the Master Trust was 7.71 percent and 8.16 percent, respectively.
 
Form 11-K – 2007 - TDSP
 
Page 11 of 18

 

 
The net assets of the Master Trust as of December 31, 2007 and 2006 are as follows:

 
(in thousands of dollars)
2007
 
2006
 
ASSETS
             
 
Investments, at fair value:
             
 
Caterpillar Inc. common stock
$
2,642,282
   
$
2,456,108
 
 
Common stocks
 
1,304,626
     
1,090,747
 
 
Corporate bonds and notes
 
90,792
     
57,516
 
 
U.S. Government securities
 
108,327
     
79,737
 
 
Synthetic guaranteed investment contracts
 
722,524
     
570,354
 
 
Common collective trusts
 
338,348
     
299,042
 
 
Registered investment companies
 
838
     
779
 
 
Interest bearing cash
 
37,103
     
37,468
 
 
Other investments
 
7,860
     
8,159
 
     
5,252,700
     
4,599,910
 
                 
 
Securities on loan, at fair value
             
 
Common stocks
 
189,004
     
172,928
 
 
Corporate bonds and notes
 
6,300
     
11,999
 
 
U.S. Government securities
 
31,277
     
34,512
 
     
226,581
     
219,439
 
                 
 
Cash collateral held under securities loan agreements, at fair value
             
 
Caterpillar Investment Trust Custom Collateral Fund
 
227,679
     
213,439
 
                 
 
Other assets
             
 
Receivables for securities sold
 
3,935
     
10,309
 
 
Accrued income
 
48,759
     
5,750
 
     
52,694
     
16,059
 
                 
 
Total Master Trust assets, at fair value
 
5,759,654
     
5,048,847
 
                 
 
LIABILITIES
             
 
Obligation under securities loan agreements, at fair value
 
(227,679
)
   
(213,439
)
 
Payables for securities purchased
 
(87,846
)
   
(53,186
)
                 
 
Total Master Trust liabilities
 
(315,525
)
   
(266,625
)
                 
 
Adjustment from fair value to contract value for synthetic guaranteed investment contracts
 
8,964
     
(2,524
)
                 
 
Master Trust assets, net
$
5,453,093
   
$
4,779,698
 
                 
 
Plan’s interest in the net Master Trust assets
$
420,640
   
$
390,198
 
 
 
Investments are principally 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.
 
Form 11-K – 2007 - TDSP
 
Page 12 of 18

 
 
 
Net investment income of the Master Trust for the years ended December 31, 2007 and 2006 is as follows:
   

 
(in thousands of dollars)
2007
 
2006
 
Interest
$
49,574
   
$
21,781
 
 
Dividends
 
75,878
     
53,253
 
                 
 
Net appreciation (depreciation) of the fair value of investments:
             
   
Caterpillar Inc. common stock
 
459,737
     
135,231
 
   
Common stocks
 
90,887
     
111,558
 
   
Corporate bonds and notes
 
(3,875
)
   
1,557
 
   
U.S. Government securities
 
2,864
     
1,812
 
   
Common collective trusts
 
13,777
     
29,198
 
   
Registered investment companies
 
22
     
44,537
 
   
Other investments
 
(10,703
)
   
1,453
 
                 
 
Net Master Trust investment income
$
678,161
   
$
400,380
 
 
Plan’s interest in net Master Trust investment income
$
48,398
   
$
24,896
 


 
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, 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. Synthetic GICs are valued at contract value. 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, 2007, 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.
 
Form 11-K – 2007 - TDSP
 
Page 13 of 18

 

 
A summary of the average yields for the synthetic GICs are as follows:

 
Average Yields
 
December 31, 2007
 
December 31, 2006
 
Based on actual income
 
6.65%
 
5.75%
 
Based on interest rate credited to participants
 
5.85%
 
5.72%
           

 
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, 2007 is as follows:

   
Long Contracts
 
Short Contracts
 
*(in thousands of dollars)
Contracts
 
Fair Value*
 
Contracts
 
Fair Value*
 
Eurodollar futures
 
152
   
$
36,478
     
   
$
 
 
Equity futures
 
115
     
33,707
     
     
 
 
U.S. treasury bill and treasury bond futures
 
143
     
15,977
     
203
     
23,309
 
 
Euro fixed income futures
 
11
     
1,819
     
     
 

 
A summary of the open futures contracts as of December 31, 2006 is as follows:

   
Long Contracts
 
Short Contracts
 
*(in thousands of dollars)
Contracts
 
Fair Value*
 
Contracts
 
Fair Value*
 
Equity futures
 
125
   
$
29,369
     
   
$
 
 
U.S. treasury bill and treasury bond futures
 
139
     
14,680
     
98
     
10,532
 
 
Eurodollar futures
 
47
     
11,139
     
     
 

 
The above tables for 2007 and 2006 reflect the fair value of all open derivative futures contracts, without reflecting the corresponding fair value of the derivative offsets, which net to $0.
 
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.
 
Form 11-K – 2007 - TDSP
 
Page 14 of 18

 
 
Securities Lending
 
In June 2006, the Master Trust began participating 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 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 $227 and $219 million at December 31, 2007 and 2006, respectively.  The fair value of the collateral received in 2007 for these loaned securities was approximately $233 million ($226 million in 2006), of which approximately $228 million represented cash or other highly liquid investments ($213 million in 2006).  Net investment income (loss) from securities lending was approximately ($1.1) and $0.4 million in 2007 and 2006, respectively, and is included in interest in the net investment income 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.
 
Prior to May 26, 2006, the Master Trust invested in the Preferred Group of Mutual Funds, registered investment companies that were sponsored by Caterpillar Investment Management Ltd. (CIML), formerly a wholly-owned subsidiary of Caterpillar Inc. CIML managed the Preferred Short-Term Government Securities Fund while all other funds were managed by unrelated investment managers.  Caterpillar Securities, Inc., a wholly-owned subsidiary of CIML, distributed the shares of the registered investment companies to the Master Trust.
 
Beginning May 26, 2006, 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)
2007
 
2006
 
Net assets available for benefits per financial statements
$
435,316
   
$
403,327
 
   
Certain deemed distributions of participant loans
 
(882
)
   
(647
)
 
Net assets per Form 5500
$
434,434
   
$
402,680
 

 
Form 11-K – 2007 - TDSP
 
Page 15 of 18

 

 
Supplemental Schedule
 
 
Form 11-K – 2007 - TDSP
 
Page 16 of 18


 
Schedule I
Caterpillar Inc.
Tax Deferred Savings Plan
EIN 37-0602744
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2007
 
(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
 
**
 
$
419,513,351
 
                     
   
Hewitt Financial Services
 
Participant directed brokerage account
 
**
   
6,891,460
 
                     
*
 
Participant loans receivable
 
Participant loans (various maturity dates through June 2, 2017, various interest rates ranging from 4.75% to 11%)
 
   
7,845,778
 
                       
         
Total Investments
     
$
434,250,589
 
                     
*   Denotes party in interest.
** Cost information is not applicable for participant directed investments.
 
Form 11-K – 2007 - TDSP
 
Page 17 of 18

 



Exhibit C
 
Consent of Independent Registered Public Accounting Firm
 
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 33-8003, and 333-133266) of Caterpillar Inc. of our report dated June 24, 2008 relating to the financial statements of the Caterpillar Inc. Tax Deferred Savings Plan, which appears in this Form 11-K.



/s/ PricewaterhouseCoopers LLP

Peoria, Illinois
June 24, 2008

 
Form 11-K – 2007 - TDSP
 
Page 18 of 18