Obligation Caterpillar Inc 6.05% ( US149123BN09 ) en USD

Caterpillar Inc

101.088 % ▼

Etas-Unis

US149123BN09 ( en USD )

6.05% par an ( paiement semestriel )

14/08/2036

Prospectus brochure de l'obligation Caterpillar Inc US149123BN09 en USD 6.05%, échéance 14/08/2036

1 000 USD

750 000 000 USD

149123BN0

A ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/08/2024 ( Dans 92 jours )

L'Obligation émise par Caterpillar Inc ( Etas-Unis ) , en USD, avec le code ISIN US149123BN09, paye un coupon de 6.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2036

L'Obligation émise par Caterpillar Inc ( Etas-Unis ) , en USD, avec le code ISIN US149123BN09, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Caterpillar Inc ( Etas-Unis ) , en USD, avec le code ISIN US149123BN09, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm
424B2 1 a2172405z424b2.htm 424B2
QuickLinks -- Click here to rapidly navigate through this document
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-136265
P R O S P E C T U S S U P P L E M E NT
(To Prospectus Dated August 3, 2006)
$1,250,000,000

$500,000,000 5.700% Notes due 2016
$750,000,000 6.050% Debentures due 2036
The notes will bear interest at a rate of 5.700% per year and the debentures will bear interest at a rate of
6.050% per year. Interest on the notes and debentures is payable semi-annually on February 15 and August 15 of
each year, beginning on February 15, 2007. The notes will mature on August 15, 2016 and the debentures will
mature on August 15, 2036. We may redeem the notes and the debentures, in whole or in part, at any time. The
redemption prices are discussed under the caption "Description of the Notes and Debentures--Optional
Redemption."
The notes and debentures will be senior obligations of our company and will rank equally with all of our
other unsecured indebtedness.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or the debentures or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Per
Total
Per
Total

Note

Notes

Debenture
Debentures
Public Offering Price

99.795% $
498,975,000
99.655% $
747,412,500
http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm (1 of 53)8/10/2006 12:29:07 PM

http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm
Underwriting Discount

0.475% $
2,375,000
0.875% $
6,562,500
Proceeds to Caterpillar Inc. (before expenses)

99.320% $
496,600,000
98.780% $
740,850,000
Interest on the notes and debentures will accrue from August 8, 2006.
Neither the notes nor the debentures will be listed on any securities exchange. Currently, there is no public
market for the notes or the debentures.
We expect that delivery of the notes and the debentures will be made to the respective purchasers through
the book-entry delivery system of The Depository Trust Company on or about August 8, 2006.
Joint Book-Running Managers
Citigroup

ABN AMRO Incorporated

Barclays Capital
Co-Managers
Banc of America Securities LLC

JPMorgan

SOCIETE GENERALE
Junior Co-Managers
ANZ Securities, Inc.
Commerzbank Corporates &
Lloyds TSB
Markets
Mitsubishi UFJ Securities
RBC Capital Markets
TD Securities
August 3, 2006
http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm (2 of 53)8/10/2006 12:29:07 PM

http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm
Calculation of Registration Fee
Maximum
Maximum
Title of Each Class of
Amount to be
Amount of

Aggregate Offering

Aggregate Offering

Securities to be Registered
Registered
Registration Fee(1)
Price Per Unit
Price
5.700% Notes due 2016
$500,000,000
99.795%

$498,975,000

$53,390.33
6.050% Debentures due
2036

$750,000,000
99.655%

$747,412,500

$79,973.14
(1)
This registration fee is calculated pursuant to Rule 457(o) under the Securities Act.
http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm (3 of 53)8/10/2006 12:29:07 PM

http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm
You should rely only on the information incorporated by reference or provided in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone else to provide you with
different information or representations. We are only making an offer with respect to these notes and
debentures. We are not making an offer of these notes and debentures in any state where the offer is not
permitted. You should not assume that the information in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date on the front of these documents,
regardless of the time of delivery of this prospectus supplement or any sales of the notes and debentures.
In this prospectus supplement and the accompanying prospectus, unless otherwise indicated, "we," "us,"
and "our" refer to Caterpillar Inc. and its subsidiaries.
Some statements contained in this document or incorporated by reference into this document are
forward looking and involve uncertainties that could significantly impact results. The words "believes,"
"expects," "estimates," "anticipates," "will be" and similar words or expressions identify forward-looking
statements made on behalf of Caterpillar. Uncertainties include factors that affect international businesses,
as well as matters specific to us and the markets we serve. Please see our filings with the Securities and
Exchange Commission for additional discussion of these uncertainties and factors. We disclaim any
obligation to update or revise any forward-looking statement, whether as a result of new information,
future results or otherwise.
TABLE OF CONTENTS
Prospectus Supplement

Page
Caterpillar Inc.

S-1
Description of the Notes and Debentures

S-1
Use of Proceeds

S-3
Ratio of Earnings to Fixed Charges

S-3
Underwriting

S-4
Validity of the Notes and Debentures

S-7
Experts

S-7
Prospectus

Page
Where You Can Find More Information

1
Incorporation of Certain Information by Reference

1
Forward-Looking Statements

1
Caterpillar Inc.

2
Prospectus Supplement

2
http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm (4 of 53)8/10/2006 12:29:07 PM

http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm
Use of Proceeds

2
Ratio of Earnings to Fixed Charges

3
Description of Debt Securities

3
Clearing and Settlement

7
United States Taxation

9
Plan of Distribution

15
Validity of the Debt Securities

16
Experts

16
http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm (5 of 53)8/10/2006 12:29:07 PM

http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm
CATERPILLAR INC.
Caterpillar, through its employees and dealers, designs, manufactures, markets, finances and provides
support for Caterpillar machines and engines. We believe our products help make progress possible around the
world. More information about Caterpillar is available on our website at http://www.CAT.com. Information on
our website is not incorporated by reference into this prospectus supplement and the accompanying prospectus.
DESCRIPTION OF THE NOTES
AND DEBENTURES
The notes will be initially limited to $500,000,000 aggregate principal amount. The debentures will be
initially limited to $750,000,000 aggregate principal amount. The notes and debentures will be issued in
denominations of $1,000 and integral multiples of $1,000. Each note and debenture will bear interest at the rate
per annum stated on the cover page of this prospectus supplement. Interest on the notes and debentures will be
payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2007. Interest
payable on the notes and debentures will be paid to the respective holders of record on the February 1 and
August 1, respectively, immediately preceding the interest payment date. The notes will mature on August 15,
2016 and the debentures will mature on August 15, 2036.
If an interest payment date or maturity date is not a Business Day, we will pay interest or principal on the
next Business Day. However, interest on the payments will not accrue for the period from the original payment
date to the date we make the payments. We will calculate the interest based on a 360-day year consisting of
twelve 30-day months.
We may, from time to time, without notice to or the consent of the holders or the beneficial owners of the
notes or debentures, issue additional notes or debentures having the same terms as the notes or debentures, as the
case may be, in all respects (except for the issue date, issue price, payment of interest accruing prior to the issue
date of the notes or debentures and initial interest payment date of the notes or debentures) so that such further
notes or debentures may be consolidated and form a single series with the notes or debentures, as the case may
be, being offered by this prospectus supplement and accompanying prospectus.
For additional important information on the notes and debentures, see "Description of Debt Securities" in
the accompanying prospectus. That information includes:
·
additional information on the terms of the notes and debentures;
·
general information on the indenture and the trustee;
·
a description of certain restrictive covenants contained in the indenture; and
·
http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm (6 of 53)8/10/2006 12:29:07 PM

http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm
a description of events of default under the indenture.
Pursuant to the Trust Indenture Act of 1939, as amended, if a default occurred on the notes or debentures,
Citibank, N.A. would be required to resign as trustee within 90 days of default unless the default were cured,
duly waived or otherwise eliminated.
Optional Redemption
The notes and debentures may be redeemed in whole at any time or in part from time to time, at our option,
at a redemption price equal to the greater of
·
100% of the principal amount of the notes or debentures to be redeemed, or
·
the sum of the present values of the remaining scheduled payments of principal and interest on the notes
or debentures to be redeemed, discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 12.5 basis points
for the notes and 15 basis points for the debentures,
plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date.
S-1
http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm (7 of 53)8/10/2006 12:29:07 PM

http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm
"Treasury Rate" means, with respect to any redemption date, (1) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (or, if no maturity is within three months before or after the
Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury
Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight
line basis, rounding to the nearest month), or (2) if such release (or any successor release) is not published during
the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-
annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price of such redemption date. The Treasury Rate will be calculated on the third Business Day preceding the
redemption date.
"Business Day" means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New
York and on which commercial banks are open for business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent
Investment Banker as having a maturity comparable to the remaining term ("Remaining Life") of the notes or
debentures to be redeemed, as the case may be, that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
Remaining Life of such notes or debentures.
"Comparable Treasury Price" means (1) the average of five Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if, after
seeking at least five Reference Treasury Dealer Quotations and excluding the highest and lowest Reference
Treasury Dealer Quotations, the Independent Investment Banker obtains fewer than five such Reference Dealer
Quotations, the average of all such quotations.
"Independent Investment Banker" means any of Citigroup Global Markets Inc., ABN AMRO Incorporated
or Barclays Capital Inc. and its successors, as appointed by us, or, if it is unwilling or unable to select the
Comparable Treasury Issue, a nationally recognized investment banking institution which is a Primary Treasury
Dealer appointed by us.
"Reference Treasury Dealer" means (1) any of Citigroup Global Markets Inc., ABN AMRO Incorporated or
Barclays Capital Inc. and its successors, as appointed by us, provided, however, that if the foregoing shall cease
to be a primary U.S. government securities dealer in New York City (a "Primary Treasury Dealer"), we will
substitute for such dealer another Primary Treasury Dealer, and (2) any other nationally recognized Primary
Treasury Dealer selected by the Independent Investment Banker and acceptable to us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices
http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm (8 of 53)8/10/2006 12:29:07 PM

http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day
preceding such redemption date.
Holders of notes or debentures to be redeemed will receive notice thereof by first-class mail at least 30 and
not more than 60 days before the date fixed for redemption. If fewer than all of the notes or debentures, as the
case may be, are to be redeemed, the trustee will select the particular notes or debentures or portions thereof for
redemption from the outstanding notes or debentures, as the case may be, not previously
S-2
http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm (9 of 53)8/10/2006 12:29:07 PM

http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm
called, pro rata or by lot, or in such other manner as we shall direct.
USE OF PROCEEDS
The net proceeds to be received by Caterpillar from the sale of the notes and debentures, estimated at
$1,237,141,250 after deducting underwriting discounts and commissions and estimated offering expenses, will be
used for general corporate purposes, including acquisitions, repurchases of common stock, additions to working
capital and capital expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the periods indicated is as follows:

Ratio of Earnings to Fixed Charges
Six

Months
Year Ended December 31,
Ended

June 30,
2006
2005
2004
2003
2002
2001

5.0

4.5
4.2
2.9
2.3
2.1

These ratios include Caterpillar and its consolidated subsidiaries. Earnings are determined by adding pretax
income from continuing operations before adjustments for minority interest and equity investments' profit, and
fixed charges excluding capitalized interest. Fixed charges consist of interest expense, an estimated amount of
rental expense that is deemed to be representative of the interest factor, and capitalized interest.
S-3
http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm (10 of 53)8/10/2006 12:29:07 PM

Document Outline

sec.gov
- #1">http://www.sec.gov/Archives/edgar/data/18230/000104746906010421/a2172405z424b2.htm