December
3, 2008
Filed
Under Rule 433
Registration
No. 333-136265
Final
Term Sheet
$1,500,000,000
Caterpillar
Inc.
7.000%
Notes due 2013
7.900%
Notes due 2018
8.250%
Debentures due 2038
|
Issuer:
|
Caterpillar
Inc.
|
|
Securities:
|
7.000% Notes
due 2013
7.900% Notes
due 2018
8.250%
Debentures due 2038
|
|
Size:
|
$350mm for
7.000% Notes due 2013
$900mm for
7.900% Notes due 2018
$250mm for
8.250% Debentures due 2038
|
|
Maturity:
|
December 15,
2013 for 7.000% Notes due 2013
December 15,
2018 for 7.900% Notes due 2018
December 15,
2038 for 8.250% Debentures due 2038
|
|
Coupon:
|
7.000% for
Notes due 2013
7.900% for
Notes due 2018
8.250% for
Debentures due 2038
|
|
Price to
Public:
|
99.976% for
Notes due 2013
99.832% for
Notes due 2018
99.238% for
Debentures due 2038
|
|
Yield to
Maturity:
|
7.005% for
Notes due 2013
7.924% for
Notes due 2018
8.319% for
Debentures due 2038
|
|
Spread to
Benchmark Treasury
|
+ 535 basis
points for Notes due 2013
+ 525 basis
points for Notes due 2018
+ 510 basis
points for Debentures due 2038
|
|
Benchmark
Treasury:
|
UST 2.000%
due November 30, 2013
UST 3.750%
due November 15, 2018
UST 4.375%
due February 15, 2038
|
|
Benchmark
Treasury Price & Yield:
|
101-20 ¾:
1.655% for UST due November 30, 2013
109-11:
2.674% for UST due November 15, 2018
121-25:
3.219% for UST due February 15, 2038
|
|
Interest
Payment Dates:
|
June 15 and
December 15, commencing June 15, 2009
|
|
Optional
Redemption:
|
At a discount
rate of Treasury plus 50 basis points for Notes due 2013
At a discount
rate of Treasury plus 50 basis points for Notes due 2018
At a discount
rate of Treasury plus 50 basis points for Debentures due
2038
|
|
Expected
Settlement Date:
|
T+ 3;
December 5, 2008
|
|
CUSIP:
|
149123 BP5
for Notes due 2013
149123 BQ3
for Notes due 2018
149123 BR1
for Debentures due 2038
|
|
Anticipated
Ratings:
|
A2 by Moody’s
Investors Service, Inc., A by Standard & Poor’s Ratings Services and
A+ by Fitch Ratings, Inc.
|
|
Note: A securities
rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
|
|
|
Joint
Book-Running Managers:
|
Banc of
America Securities LLC
J.P. Morgan
Securities Inc.
|
|
Senior
Co-Manager:
|
SG Americas
Securities, LLC
|
|
Junior
Co-Managers:
|
Commerzbank
Capital Markets Corp.
|
|
Goldman,
Sachs & Co.
|
|
|
Lloyds TSB
Bank Plc
|
|
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Mitsubishi
UFJ Securities International plc
|
|
|
Standard
Chartered Bank
|
|
|
BNP Paribas
Securities Corp.
|
|
|
ING Financial
Markets LLC
|
|
|
KBC Financial
Products USA Inc.
|
The
issuer has filed a registration statement (including a prospectus) with the SEC
for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling Banc of America
Securities LLC toll-free at 1 (800) 294-1322 or J.P. Morgan Securities Inc.
collect at 1 (212) 834-4533.