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Caterpillar Reports Third-Quarter Profit and Raises 2009 Profit Outlook

Caterpillar Inc. (NYSE: CAT) today announced a third-quarter profit of $0.64 per share, down $0.75 per share from the third quarter of 2008. Sales and revenues of $7.298 billion were down 44 percent from $12.981 billion in the third quarter of 2008.

"We are pleased with this quarter's profit given the severe economic environment and with our sales well below end-user demand as dealers continue to aggressively draw down inventories," said Chairman and Chief Executive Officer Jim Owens.

"During the quarter, our primary focus continued to be on trough management and operational execution. We lowered production as dealers continued to cut inventories, we reduced costs, maintained positive price realization, lowered inventory, delivered positive operating cash flow and improved our financial position. I'm confident that Team Caterpillar, supported by our strong dealers and suppliers, can leverage our comprehensive lineup of products and services to improve our leadership position as we move from recession to growth," Owens added.

Third-quarter profit of $404 million was down $464 million from $868 million in the third quarter of 2008. The decline was primarily due to significantly lower sales volume. The negative impact of lower volume was partially offset by lower costs, a favorable effective tax rate, favorable price realization and pre-tax LIFO inventory decrement benefits of $120 million or $0.16 per share. Manufacturing costs, selling, general and administrative and research and development expenses were all significantly lower than a year ago. The favorable effective tax rate included $129 million of benefits related to prior year tax returns. Utilizing the Caterpillar Production System with 6 Sigma, the company has reduced inventory by about $2 billion since the end of 2008 and expects continued reduction through the remainder of the year.

"We believe the third quarter marked the low point for Caterpillar sales and revenues in what has been the toughest recession since the 1930s. We are seeing encouraging signs that indicate a recovery may be underway," Owens said. "However, the world economy is still facing significant challenges. There is uncertainty about the timing and strength of recovery."

2009 Outlook

Caterpillar expects 2009 sales and revenues of $32 to $33 billion. The 2009 profit outlook range has improved to $1.10 to $1.30 per share compared to the previous range of $0.40 to $1.50 per share. The 2009 profit outlook includes redundancy costs of about $0.75 per share. Excluding redundancy costs, the profit forecast for 2009 is $1.85 to $2.05 per share compared to the previous range of $1.15 to $2.25 per share.

"Caterpillar's improved profit outlook for 2009 is a clear demonstration of our ability to implement our economic trough plans, which we announced as part of our corporate strategy in 2005," Owens said. "While we are still navigating through a very difficult environment in 2009, we see signs of improving economic conditions throughout most of the world."

Preliminary 2010 Sales and Revenues Outlook

The preliminary outlook for 2010 sales and revenues is an increase of 10 to 25 percent from the midpoint of the 2009 outlook range, in part driven by the end of dealer inventory reductions which significantly impacted sales in 2009.

"While 2010 will still be a difficult year, we expect improvement in our top line from the lows of 2009, and it's critical that we manage on the way up as well as we did in the face of declining volume. As a result, we've already started planning for an upturn. When it comes, it can come quickly, and we, our dealers and our suppliers will be prepared," Owens said.

Notes:

- Information on non-GAAP financial measures, including the treatment of redundancy costs in the outlook, is included on page 25.

- Glossary of terms is included on pages 22-24; first occurrence of terms shown in bold italics.

For more than 80 years, Caterpillar Inc. has been making progress possible and driving positive and sustainable change on every continent. With 2008 sales and revenues of $51.324 billion, Caterpillar is the world's leading manufacturer of construction and mining equipment, diesel and natural gas engines and industrial gas turbines. The company also is a leading services provider through Caterpillar Financial Services, Caterpillar Remanufacturing Services, Caterpillar Logistics Services and Progress Rail Services. More information is available at: www.cat.com.

SAFE HARBOR

Certain statements in this release relate to future events and expectations and as such constitute forward-looking statements involving known and unknown factors that may cause actual results of Caterpillar Inc. to be different from those expressed or implied in the forward-looking statements. In this context, words such as "will," "would," "expect," "anticipate," "should" or other similar words and phrases often identify forward-looking statements made on behalf of Caterpillar. It is important to note that actual results of the company may differ materially from those described or implied in such forward-looking statements based on a number of factors and uncertainties, including, but not limited to, (i) adverse change in general economic conditions; (ii) adverse change in the industries Caterpillar serves including construction, infrastructure, mining, energy, marine and electric power generation; (iii) Caterpillar's ability to manage material, including steel, and freight costs; (iv) Caterpillar's ability to generate cash from operations, secure external funding for its operations and manage its liquidity needs; (v) material adverse change in customers' access to liquidity and capital; (vi) currency exchange or interest rates changes; (vii) political stability; (viii) market acceptance of the company's products and services; (ix) significant changes in the competitive environment; (x) epidemic diseases; (xi) severe change in weather conditions negatively impacting operations; (xii) changes in law, regulations and tax rates; and (xiii) other general economic, business and financing conditions and factors described in more detail in "Item 1A - Risk Factors" in Part II of our Form 10-Q filed with the SEC on July 31, 2009 for the 2nd quarter 2009. The filing is available on our website at www.cat.com/sec_filings. We do not undertake to update our forward-looking statements.


                                         Key Points

    Third Quarter 2009
    (Dollars in millions except per share data)

                                Third   Third
                               Quarter Quarter    $       %
                                 2009    2008   Change  Change
                                 ----    ----   ------  ------
    Machinery and Engines Sales $6,583 $12,148 $(5,565)  (46)%
    Financial Products Revenues    715     833    (118)  (14)%
                                   ---     ---    ----
    Total Sales and Revenues    $7,298 $12,981 $(5,683)  (44)%
                                ====== ======= =======

    Profit                        $404    $868   $(464)  (53)%
    Profit per common share -
     diluted                     $0.64   $1.39  $(0.75)  (54)%

    --  Third-quarter sales and revenues of $7.298 billion were 44 percent lower
        than the third quarter of 2008.
    --  Machinery sales decreased 52 percent, Engines sales were down 35 percent
        and Financial Products revenues declined 14 percent from a year ago.
    --  Dealer-reported machine inventories declined $1.1 billion during the
        quarter, contributing to the sales decline.
    --  Operating cost levels were favorable, the tax rate was favorable, price
        realization improved and continued reduction in Caterpillar's inventory
        contributed to additional pre-tax LIFO inventory decrement benefits of
        $120 million or $0.16 per share in the quarter.
    --  The quarter benefited from a favorable effective tax rate, including
        $129 million of benefits related to prior year tax returns.
    --  Year-to-date Machinery and Engines (M&E) operating cash flow was $1.488
        billion and improved $905 million during the third quarter.  The
        Machinery and Engines Debt-to-Capital Ratio improved from 53.1 percent
        at the end of June 2009 to 49.5 percent at the end of September 2009.

    --  Given the positive results for the quarter and the improving outlook,
        Caterpillar's Board of Directors maintained the quarterly dividend of
        $0.42 per share at the October 14, 2009, meeting.

2009 Outlook

    --  The full-year outlook for sales and revenues is a range of $32 to $33
        billion.
    --  The profit outlook for the year has improved.  We expect 2009 profit in
        a range of $1.10 to $1.30 per share including redundancy costs of about
        $700 million, or $0.75 per share.  Excluding redundancy costs, we expect
        profit to be between $1.85 and $2.05 per share.

    --  The midpoint of the profit outlook has improved $0.25 per share--from
        $0.95 to $1.20 per share including redundancy costs and from $1.70 to
        $1.95 excluding redundancy costs.

2010 Preliminary Sales and Revenues Outlook

    --  We expect the world economy to improve in 2010, with growth of about 3
        percent--the highest growth rate since 2007.
    --  We're forecasting 2010 sales and revenues to be up 10 to 25 percent from
        the midpoint of the 2009 outlook range.

    --  In 2009, dealers are likely to reduce new machine inventories $3 to $3.5
        billion.  The absence of this reduction is a significant contributor to
        the improved sales outlook for 2010.

A question and answer section has been included in this release starting on page 17.

DETAILED ANALYSIS

Third Quarter 2009 vs. Third Quarter 2008

Consolidated Sales and Revenues Comparison

Third Quarter 2009 vs. Third Quarter 2008

To access this chart, go to http://www.cat.com for the downloadable version of Caterpillar 3Q2009 earnings.

The chart above graphically illustrates reasons for the change in Consolidated Sales and Revenues between third quarter 2008 (at left) and third quarter 2009 (at right). Items favorably impacting sales and revenues appear as upward stair steps with the corresponding dollar amounts above each bar, while items negatively impacting sales and revenues appear as downward stair steps with dollar amounts reflected in parentheses above each bar. The bar entitled Machinery Volume includes the impact of consolidation of Caterpillar Japan Ltd. (Cat Japan) sales. Caterpillar management utilizes these charts internally to visually communicate with the company's Board of Directors and employees.

Sales and Revenues

Sales and revenues for third quarter 2009 were $7.298 billion, down $5.683 billion, or 44 percent, from third quarter 2008. Machinery sales volume was down $4.195 billion, and Engines sales volume declined $1.459 billion. Price realization improved $227 million, and currency had a negative impact on sales of $138 million, primarily due to a weaker euro and British pound. In addition, Financial Products revenues decreased $118 million.


    Sales and Revenues by Geographic Region

                                    %       North    %               %
    (Millions of dollars)  Total  Change   America Change     EAME Change
                           -----  ------   ------- -----      ---- ------
    Third Quarter 2009
    Machinery             $3,904   (52)%   $1,490   (54)%     $882  (61)%
    Engines (1)            2,679   (35)%      828   (41)%      957  (41)%
    Financial Products (2)   715   (14)%      418   (15)%      123  (18)%
                            ---              ---              ---
                          $7,298   (44)%   $2,736   (47)%   $1,962  (51)%
                          ======           ======           ======


                            Asia/    %        Latin    %
    (Millions of dollars)  Pacific Change    America Change
                           ------- ------    ------- ------
    Third Quarter 2009
    Machinery              $1,005   (30)%     $527   (52)%
    Engines (1)               591   (22)%      303    (6)%
    Financial Products (2)    103    (5)%       71   (15)%
                              ---               --
                           $1,699   (26)%     $901   (40)%
                           ======             ====



                                    %       North    %               %
    (Millions of dollars)  Total  Change   America Change     EAME Change
                           -----  ------   ------- -----      ---- ------
    Third Quarter 2008
    Machinery             $8,051           $3,245           $2,270
    Engines (1)            4,097            1,400            1,617
    Financial Products (2)   833              491              150
                             ---              ---              ---
                         $12,981           $5,136           $4,037
                         =======           ======           ======


                            Asia/    %        Latin    %
    (Millions of dollars)  Pacific Change    America Change
                           ------- ------    ------- ------
    Third Quarter 2008
    Machinery              $1,437           $1,099
    Engines (1)               757              323
    Financial Products (2)    108               84
                              ---               --
                           $2,302           $1,506
                           ======           ======

    (1)  Does not include internal engines transfers of $370 million
         and $738 million in 2009 and 2008, respectively.  Internal engines
         transfers are valued at prices comparable to those for unrelated
         parties.
    (2)  Does not include internal revenues earned from Machinery and Engines
         of $73 million and $64 million in 2009 and 2008, respectively.

Machinery Sales

Sales of $3.904 billion decreased $4.147 billion, or 52 percent, from third quarter 2008.

    --  Excluding the consolidation of Cat Japan, sales volume decreased $4.475
        billion.
    --  Price realization increased $114 million.
    --  Currency decreased sales by $66 million.
    --  Geographic mix between regions (included in price realization) was $8
        million favorable.
    --  The consolidation of Cat Japan added $280 million to sales.
    --  The effects of the recession continued to be felt, and most industries
        throughout the world operated far below last year.
    --  Last year, dealers reported near-record delivery rates so limited
        recoveries in the third quarter left deliveries well below last year.
        Lower end-user demand for machines, as reported by dealers, accounted
        for the majority of the sales volume decline.
    --  Dealers continued to reduce reported inventories, with the world total
        down about $2.6 billion so far this year.  Dealer inventories were below
        last year in dollars and slightly higher in months of supply.
    --  Continued inventory reductions, along with weakness in both Australia
        and Japan, were the primary reasons volume declined in the Asia/Pacific
        region.
    --  Dealer-reported inventory reductions accounted for more than half the
        sales volume decline in Latin America.  Construction was well below last
        year, but mining improved in both Chile and Mexico.
    --  Output in most key industries in the United States remained well below
        last year.  As a result, sales volume was off sharply.
    --  Europe's third-quarter economic activity was well below last year.  Most
        construction was down sharply, which caused a significant decline in
        sales volume.
    --  Sales volume in Africa/Middle East declined in response to reported
        reductions in dealer inventories and weak construction in both Turkey
        and South Africa.

    --  Economic activity in the Commonwealth of Independent States (CIS) was
        far below last year, and the CIS experienced the worst percentage
        decline in sales volume of any major area of the world.

North America - Sales decreased $1.755 billion, or 54 percent.

    --  Sales volume decreased $1.805 billion.
    --  Price realization increased $51 million.
    --  Currency decreased sales by $1 million.
    --  Industrial production in the United States recovered in July, and
        surveys indicate growth resumed in the service sector.  However, output
        in most key industries was well below a year earlier.
    --  Dealer-reported deliveries of machines to end users showed signs of
        stabilizing in response to slight improvements in economic conditions.
        However, sales remain well below year-earlier levels.  Weak end-user
        demand was the most significant cause for much lower sales volume than
        last year.
    --  Dealers reported inventory reductions of more than $400 million during
        the quarter, which further reduced sales volume.  Dollar inventories
        were lower than last year, but months of supply increased.
    --  U.S. housing starts increased from the April low but were down 33
        percent from a year earlier.  Housing affordability was near a record
        high, but high unemployment discouraged home purchases.
    --  Nonresidential building contracts declined 31 percent from last year as
        a result of high vacancy rates, falling prices and rising loan defaults.
    --  Contracts for U.S. highway construction, benefiting from the stimulus
        package, began to improve in May.  Contracts in the third quarter
        increased 13 percent from last year.
    --  Nonmetals mining and quarrying continued to struggle with soft output
        prices and weak demand from construction.  Production was down 14
        percent, and the industry's operating rate was near a record low.
    --  Metals prices recovered during the quarter but remained well below last
        year.  Production of base metals fell 12 percent, and gold production
        was off 12 percent.  Canadian metals production dropped 37 percent.
    --  U.S. coal production declined 8 percent in response to reduced export
        opportunities, low utility burn and high inventory levels.  However,
        unfavorable conditions eased late in the quarter, and coal prices
        increased.  Canadian production was up slightly from a year ago.

    --  Crude oil prices steadily improved but were still well below peak prices
        of last year.  Oil companies in Canada reduced tar sands development
        about 30 percent.

EAME - Sales decreased $1.388 billion, or 61 percent.

    --  Sales volume decreased $1.342 billion.
    --  Price realization increased $8 million.
    --  Currency decreased sales by $54 million.
    --  Steep declines in output over the past year caused most industries to
        compare very unfavorably with last year's third quarter.
    --  Lower end-user demand was the most significant factor underlying the
        sharp drop in sales volume.
    --  Dealers continued to report inventory reductions during the quarter,
        further depressing sales volume.  Reported inventories were below last
        year in both dollars and months of supply.
    --  Housing was depressed in Europe due to strict credit standards and
        declining home prices in many countries.  Permits in the euro-zone were
        down 17 percent in July, and housing orders in the United Kingdom were
        off 8 percent in the first two months of the quarter.
    --  Nonresidential construction developments were mostly negative.  U.K.
        orders declined 14 percent, and euro-zone infrastructure-related
        construction was down 28 percent.  However, building construction in the
        euro-zone rose 6 percent.
    --  Dealers continued to reduce inventories aggressively in Africa/Middle
        East, contributing to lower sales volume.  Oil production declined 10
        percent, oil drilling declined 15 percent and there were sizable
        declines in construction permits in both South Africa and Turkey.

    --  Sales volume in the CIS experienced the largest percentage decline of
        any region.  Over the past year, Russia and Ukraine suffered severe
        recessions due to credit difficulties and lower commodity prices.

Asia/Pacific - Sales decreased $432 million, or 30 percent.

    --  Excluding the consolidation of Cat Japan, sales volume decreased $752
        million.
    --  Price realization increased $26 million.
    --  Currency increased sales by $14 million.
    --  The consolidation of Cat Japan added $280 million to sales.
    --  Dealers reduced reported inventories sharply during the quarter, which
        accounted for much of the decrease in sales volume.  Inventories
        declined in both dollars and months of supply.
    --  Dealer-reported machine deliveries in the emerging markets of Asia have
        recovered from recession lows.  China, which implemented aggressive
        economic recovery policies, is leading the recovery, and deliveries hit
        a new third-quarter high.
    --  Sales volume declined in India, Indonesia, Malaysia and Thailand.  Gains
        occurred in Taiwan and Vietnam.

    --  Sales volume in Australia was down sharply despite some improvement in
        nonresidential construction and coal mining.  Housing remained
        depressed, and output in metals mining declined.

Latin America - Sales decreased $572 million, or 52 percent.

    --  Sales volume decreased $568 million.
    --  Price realization increased $21 million.
    --  Currency decreased sales by $25 million.
    --  Dealers reported further sharp reductions in inventories, accounting for
        the majority of the sales volume decline.  Inventories were below last
        year in both dollars and months of supply.
    --  Dealers reported lower deliveries to end users but that largely reflects
        the accumulated impact of steep declines over the past year and the
        comparison against a robust third quarter 2008.  Industrial production
        has already begun to recover from recession lows in the larger
        economies.
    --  Construction sectors declined in most countries.  Building permits
        dropped 52 percent in Chile, 37 percent in Argentina and 34 percent in
        Colombia.

    --  Continued increases in commodity prices and recovery in world industrial
        production had mixed impact on regional mining.  Mining output declined
        10 percent in Brazil but increased 2 percent in Chile and 1 percent in
        Mexico.

Engines Sales

Sales of $2.679 billion decreased $1.418 billion, or 35 percent, from third quarter 2008.

    --  Sales volume decreased $1.459 billion.
    --  Price realization increased $113 million.
    --  Currency decreased sales by $72 million.
    --  Geographic mix between regions (included in price realization) was $2
        million unfavorable.

    --  Dealer-reported inventories were down, and months of supply increased,
        as dealer deliveries declined.

North America - Sales decreased $572 million, or 41 percent.

    --  Sales volume decreased $603 million.
    --  Price realization increased $32 million.
    --  Currency decreased sales by $1 million.
    --  Sales for petroleum applications decreased 6 percent primarily due to a
        decrease in sales for petroleum engine applications used for gas
        compression and drilling, partially offset by an increase in turbine
        sales.
    --  Sales for industrial applications decreased 59 percent based on
        substantially lower demand in construction and agricultural applications
        due to economic uncertainty and tight credit conditions.

    --  Sales for electric power applications decreased 67 percent due to weak
        economic conditions and reduced availability of credit combined with
        dealer efforts to reduce inventory.

EAME - Sales decreased $660 million, or 41 percent.

    --  Sales volume decreased $650 million.
    --  Price realization increased $48 million.
    --  Currency decreased sales by $58 million.
    --  Sales for electric power applications decreased 35 percent due to weak
        economic conditions and reduced availability of credit.
    --  Sales for industrial applications decreased 53 percent based on
        significantly lower demand in construction and agricultural applications
        due to weak economic conditions and reduced availability of credit.
    --  Sales for petroleum applications decreased 27 percent primarily due to a
        slowdown in engines used in production applications and land-based
        drilling, partially offset by an increase in turbine sales.

    --  Sales for marine applications decreased 41 percent due to weak economic
        conditions, especially in container applications, combined with dealer
        efforts to reduce inventories.

Asia/Pacific - Sales decreased $166 million, or 22 percent.

    --  Sales volume decreased $183 million.
    --  Price realization increased $27 million.
    --  Currency decreased sales by $10 million.
    --  Sales for petroleum applications decreased 24 percent primarily due to a
        slowdown in Chinese land-based drill activity, partially offset by an
        increase in turbine sales.
    --  Sales of electric power applications decreased 19 percent due to
        cancelled and delayed projects in China and India, partially offset by
        higher turbine sales.
    --  Sales for industrial applications decreased 41 percent due to
        significantly lower demand in construction and mining support
        applications.

    --  Sales for marine applications decreased 7 percent due to dealer efforts
        to reduce inventories, partially offset by a strong order backlog for
        workboat and general cargo vessels.

Latin America - Sales decreased $20 million, or 6 percent.

    --  Sales volume decreased $25 million.
    --  Price realization increased $8 million.
    --  Currency decreased sales by $3 million.
    --  Sales for petroleum applications increased 23 percent primarily due to
        an increase in turbine sales that was partially offset by a slowdown in
        production power applications, especially in Argentina.

    --  Sales of electric power applications decreased 34 percent due to weak
        economic conditions and reduced availability of credit.

Financial Products Revenues

Revenues of $715 million decreased $118 million, or 14 percent, from third quarter 2008.

    --  The decrease was due to lower average earning assets of $57 million and
        an $11 million impact of lower interest rates on new and existing
        finance receivables.

    --  Other revenues at Cat Financial decreased $25 million, primarily due to
        the unfavorable impact from returned or repossessed equipment.

Consolidated Operating Profit Comparison

Third Quarter 2009 vs. Third Quarter 2008

To access this chart, go to http://www.cat.com for the downloadable version of Caterpillar 3Q2009 earnings.

The chart above graphically illustrates reasons for the change in Consolidated Operating Profit between third quarter 2008 (at left) and third quarter 2009 (at right). Items favorably impacting operating profit appear as upward stair steps with the corresponding dollar amounts above each bar, while items negatively impacting operating profit appear as downward stair steps with dollar amounts reflected in parentheses above each bar. Caterpillar management utilizes these charts internally to visually communicate with the company's Board of Directors and employees. The bar entitled Other/M&E Redundancy includes the operating profit impact of consolidating adjustments, consolidation of Cat Japan and Machinery and Engines other operating (income) expenses, which include Machinery and Engines redundancy costs.

Operating Profit

The third-quarter operating profit was $277 million compared to an operating profit of $1,173 million in the third quarter of 2008. Lower sales volume was the primary reason for the decline. Sales volume includes the impact of a favorable mix of products for both Machinery and Engines.

Manufacturing costs improved $284 million, of which $120 million ($0.16 per share) was related to LIFO inventory decrement benefits. Excluding decrement benefits, manufacturing costs improved $164 million. About two-thirds was from lower labor and overhead costs, and about one-third was from lower material costs.

Selling, general and administrative (SG&A) and research and development (R&D) expenses declined $362 million as a result of significant cost-cutting measures.

Currency had a $90 million favorable impact on operating profit as the benefit to costs more than offset the negative impact on sales.

The consolidation of Cat Japan unfavorably impacted operating profit by $79 million.



    Operating Profit (Loss) by Principal Line of Business

                                  Third     Third
                                 Quarter   Quarter     $       %
    (Millions of dollars)          2009      2008    Change  Change
                                   ----      ----    ------  ------
    Machinery (1)                 $(124)     $464    $(588)  (127)%
    Engines (1)                     370       616     (246)   (40)%
    Financial Products               92       144      (52)   (36)%
    Consolidating Adjustments       (61)      (51)     (10)
                                    ---       ---      ---
    Consolidated Operating Profit  $277    $1,173    $(896)   (76)%
                                   ====     =====     ====

    (1)  Caterpillar operations are highly integrated; therefore, the
         company uses a number of allocations to determine lines of
         business operating profit for Machinery and Engines.

Operating Profit/Loss by Principal Line of Business

    --  Machinery operating loss was $124 million compared to an operating
        profit of $464 million in the third quarter 2008.  Sharply lower sales
        volume and losses at Cat Japan were partially offset by lower SG&A and
        R&D expenses, a decrease in manufacturing costs, LIFO inventory
        decrement benefits and improved price realization.
    --  Engines operating profit of $370 million was down $246 million, or 40
        percent, from the third quarter 2008.  Significantly lower sales volume
        was partially offset by lower SG&A and R&D expenses and improved price
        realization.

    --  Financial Products operating profit of $92 million was down $52 million,
        or 36 percent, from the third quarter 2008.  The decrease was primarily
        attributable to a $29 million unfavorable impact from lower average
        earning assets, a $29 million increase in the provision for credit
        losses at Cat Financial and a $23 million unfavorable impact from
        returned or repossessed equipment, partially offset by a $25 million
        decrease in SG&A expenses.

Other Profit/Loss Items

    --  Interest expense excluding Financial Products increased $32 million due
        to higher debt.  As a result of the weak economic environment and
        uncertain capital markets, we have held more cash than usual.
    --  Other income/expense was income of $66 million compared with income of
        $146 million in third quarter 2008.  The decline was primarily related
        to the unfavorable impact from net currency exchange gains and losses.
    --  The provision/(benefit) for income taxes reflected a significantly more
        favorable effective tax rate than the third quarter of 2008.  The
        improvement is primarily attributable to the current period recognition
        of tax benefits related to prior year tax returns of $129 million, along
        with a more favorable geographic mix of profits and losses from a tax
        perspective and a larger percentage benefit from U.S. permanent
        differences and credits including the research and development tax
        credit.  The prior year tax benefits primarily resulted from the U.S.
        settlement of tax years 1995 to 1999 and the true-up of estimated
        amounts used in the 2008 tax provision to the U.S. tax return as filed
        in September 2009.  We are currently unable to reliably estimate the
        2009 annual effective tax rate and are recording taxes on an actual
        (discrete period) basis.  This approach results in more volatility in
        the quarterly effective tax rate, particularly with the reduced overall
        profit levels.
    --  Equity in profit/loss of unconsolidated affiliated companies was $1
        million of income compared with income of $11 million in the third
        quarter 2008.  The decrease is primarily related to the absence of
        equity profit after the consolidation of Cat Japan.

    --  Profit/loss attributable to noncontrolling interests (formerly minority
        interest) favorably impacted profit by $20 million compared with the
        third quarter of 2008, primarily due to adding back 33 percent of Cat
        Japan's losses attributable to Mitsubishi Heavy Industries.

Employment

Worldwide employment was 94,225 at the end of third quarter 2009. Employment declined by approximately 17,900 from third quarter 2008.

Since late 2008, we have taken a variety of steps to bring our workforce in line with demand. This includes full-time Caterpillar employees who have been laid off or separated and those who have taken advantage of incentive-based voluntary plans offered by the company. Since the end of 2008, full-time employment has declined by about 18,700. In addition, we have long utilized a flexible workforce made up of part-time/temporary, contract and agency workers to better respond to shifts in demand. These workers are not included in our full-time employment. Since late 2008, we have reduced this flexible workforce by more than 18,000. Looking forward, we will adjust our workforce as production levels and resource requirements change. We expect the recovery and demand for jobs to vary depending on specific regions of the world, industry and product.

OUTLOOK

2009 Economic Outlook

Industrial production has improved in the vast majority of major economies, signaling an end to the world's worst postwar recession.

    --  Central banks accelerated interest-rate reductions after the Lehman
        Brothers' bankruptcy, and interest rates throughout the world are the
        lowest on record.  For many developed economies, interest rates are
        lower than during the Great Depression.
    --  Central banks increased their balance sheets to increase liquidity in
        financial systems.  Although banks are still holding much of this
        liquidity, some has moved into the public's hands.  Growth in the money
        supply accelerated in some of the larger economies.
    --  Governments introduced more than $3.5 trillion in multi-year stimulus
        programs with most of the expected impact in the last half of 2009 and
        into 2010.
    --  World economic growth should be positive in the last half of this year.
        However, the collapse in growth late last year and early this year means
        world output will be down slightly more than 2 percent for the full
        year, the worst decline in the postwar period.
    --  Asia/Pacific will be the strongest region for growth this year, an
        estimated 4 percent.  China's recovery stimulus returned its growth to
        almost 8 percent in the second quarter, and full-year growth should be
        nearly 8.5 percent.  India and Indonesia also reacted quickly, and 2009
        growth should average about 6 percent and 4 percent, respectively.
    --  Africa/Middle East should have marginal economic growth.  Positives
        include improved access to credit, higher commodity prices and lower
        interest rates.  The CIS economy, despite some signs of improvement,
        should shrink about 6 percent in 2009.
    --  Most Latin American economies are in recovery, led by a strong rebound
        in Brazil.  However, a recession in Mexico will result in the regional
        economy declining an estimated 2 percent this year.
    --  Collectively, developing economies should grow almost 1.5 percent this
        year.  Although growth is down from 5.5 percent in 2008, it is much
        better than the 3.5-percent decline expected in developed economies.
    --  The U.S. economy declined at less than a 1-percent rate in the second
        quarter despite record inventory reductions.  A slowing in inventory
        reductions, some improvement in consumer spending, further gains from
        trade and more government spending likely pushed growth to 3 percent or
        better in the third quarter.  Despite further growth in the fourth
        quarter, output will decline about 2.5 percent for the full year.
    --  The European economy declined about 1 percent in the second quarter, and
        surveys suggest recovery started in the third quarter.  However, earlier
        severe declines should leave output down 4 percent for the full year.

    --  The Japanese economy collapsed during the recession, with industrial
        production bottoming 37 percent below the best month in 2008.  Recovery
        has started, but the Japanese economy will be down about 5 percent for
        the full year.

2009 Sales and Revenues Outlook

With nine months of 2009 behind us, we have tightened the full-year outlook for sales and revenues to a range of $32 to $33 billion. We expect that dealers will continue to reduce machine inventories during the fourth quarter, but likely at a lower rate than the second and third quarters. Dealers will likely reduce new machine inventories between $3 and $3.5 billion for the full year 2009.

2009 Profit Outlook

We have implemented a wide variety of actions to weather this very severe recession, and as a result, we expect to be solidly profitable in 2009. We expect 2009 profit in a range of $1.10 to $1.30 per share including redundancy costs of about $700 million, or $0.75 per share. Excluding redundancy costs, we expect profit to be between $1.85 and $2.05 per share.

This is an improvement in the 2009 profit outlook since the end of the second quarter. At that time we expected profit at the midpoint of the range to be $0.95 per share, or $1.70 per share excluding redundancy costs. The current profit outlook reflects an improvement at the midpoint of the profit range of $0.25 per share.

2010 Economic Outlook

Led by developing economies, we expect that economic recovery will strengthen in 2010, with worldwide growth of about 3 percent. This rate of growth would be the best since 2007, but low by historic standards given the depth of the recession.

    --  Consumer prices are currently declining in the United States, euro-zone
        and Japan; inflation in the developed economies is the lowest since
        1969.  At the same time, unemployment is high and generally rising.  As
        a result, we assume most central banks will maintain very low interest
        rates through at least mid 2010 and then raise rates cautiously in the
        second half.
    --  We project the Federal Reserve will increase rates from about 0.15
        percent to 1 percent by the end of 2010; the European Central Bank, from
        1 percent to 2 percent.
    --  Many credit spreads are elevated, and businesses often struggle to
        obtain credit.  We assume central banks will need to maintain expansive
        balance sheets throughout much of 2010 to further ease financial
        pressures.
    --  Stimulus programs should have maximum impacts in the first half of 2010.
        Some governments may expand programs to provide additional support.
    --  The severe recession left the world economy with vast amounts of unused
        capacity.  As a result, inflation is unlikely to develop into a serious
        problem in 2010, no matter how fast the recovery.
    --  Economies are still struggling with continuing problems, which is normal
        in the early months of recovery.  However, historical comparisons show
        that severe recessions give way to rapid recoveries.
    --  Our forecast assumes that developing economies will continue to
        outperform developed economies.  Growth in the developing economies
        should be more than 5 percent in 2010, compared with about 2 percent in
        the developed economies.
    --  Improved world economic growth in 2010 should extend the ongoing
        recovery in commodity prices.  We expect most commodity prices will be
        attractive for investment, and producers will increase both production
        and investment.
    --  Asia/Pacific will remain the fastest growing region, with about
        6.5-percent growth.  We expect almost 9-percent growth in China and
        7-percent growth in India.  High rates of growth should improve
        construction spending and investments in mining capacity.
    --  The economies of Latin America, Africa/Middle East and CIS should grow
        between 3 and 3.5 percent next year.  Better growth should revive
        construction spending, and most economies will benefit from higher
        commodity prices.
    --  We forecast 3-percent growth in the U.S. economy, which is slower than
        past recoveries from severe recessions.  Housing, highway construction
        and mining production should all improve.  Nonresidential building
        construction will likely continue to decline.
    --  The economies of Europe and Japan, coming off steep declines in 2009,
        should grow 1 to 1.5 percent in 2010.  Construction should improve
        slightly.

    --  Our major concern is that central banks will begin raising interest
        rates and reducing balance sheets too quickly.  Economies likely will
        remain fragile well into 2010, and a renewed downturn would result in an
        even worse recession than the one just ended.  Most central banks
        acknowledge this risk and indicate no hurry to tighten policies.  As a
        result, we believe the chances of renewed recession next year are low.

2010 Preliminary Sales and Revenues Outlook

We're forecasting an increase in sales and revenues in 2010 of 10 to 25 percent from the midpoint of the 2009 outlook range.

    --  In 2009, dealers are likely to reduce new machine inventories $3 to $3.5
        billion.  At the midpoint of the 2010 sales range, we would expect
        little change in dealer inventories next year, resulting in higher
        production and sales for Caterpillar.
    --  A growing world economy, along with stronger demand for commodities and
        increased construction spending, will increase end-user demand for
        machinery.  However, the level of recovery anticipated in our outlook
        for 2010 is slower than historical precedents.
    --  Improved price realization--positive, but less than 1 percent.
    --  Currency impacts--positive, but less than 1 percent.

    --  At the midpoint of the outlook range, Engines sales (including turbines)
        are expected to decline slightly from 2009.

QUESTIONS AND ANSWERS

Q1: It appears that many commodity prices are remaining at relatively high levels given current commodity demand. Do you expect commodity prices to remain at current levels?

A: Most commodity prices bottomed during the first quarter of this year and then increased through the third quarter. Industrial production is recovering in many countries and that should support both demand and prices during the fourth quarter. We expect that most commodity prices will be at levels attractive for producers to increase both production and investment throughout 2010. Natural gas is an exception since plentiful supplies should keep prices relatively low.

Q2: Over the past quarter you've talked about signs of economic improvement and improvement in your sales in China. Can you summarize what happened in the third quarter in China and your expectations for the remainder of the year?

A: Dealers in China reported their best third quarter ever for machine deliveries. That was a result of the government's stimulus package and more than a 30-percent expansion in credit compared to a year earlier. We expect the Chinese economy will grow about 8.5 percent this year, and dealer deliveries of machines will continue to improve in the fourth quarter.

Q3: What does your 2010 preliminary outlook assume for U.S. housing starts?

A: We project housing starts of about 1 million units in 2010, up from around 600,000 units in 2009. Inventories of unsold new homes have dropped sharply, prices have stabilized and mortgage interest rates are low. Housing affordability is the best since the early 1970s, when housing starts exceeded 2 million units annually. That said, starts in the years 2008 through 2010 would be the three lowest years since 1945.

Q4: Has there been any change in sentiment with your mining customers, and how is mining shaping up for 2010?

A: We have experienced increased quoting activity and order intake on mining products relative to the second quarter. Our mining customers, in general, appear to be more optimistic now as compared to last quarter, and many believe the mining industry has bottomed. We expect this optimism to carry into 2010, and believe it is largely a result of relative stability in iron ore, copper and oil prices, along with record gold prices and increasing stability in financial markets. Even so, some customers are still acting cautiously, and many remain concerned about the sustainability of current commodity prices.

Q5: Can you be more specific about what's happened with dealer inventories so far this year? What are your expectations for all of 2009?

A: During the first nine months of 2009, dealers reduced their machine inventories about $2.6 billion with $1.1 billion of that in the third quarter. During the first nine months of 2008, they increased machine inventories about $1 billion with about $100 million of the increase coming in the third quarter of 2008. As a result of changes to dealer inventories in both years, we've seen a negative impact on year-to-date 2009 machine sales compared with the same period in 2008 of about $3.6 billion. We expect that dealers will continue to lower their machine inventories in 2009. We expect that the $2.6 billion reduction through the first nine months could grow to $3 to $3.5 billion by year-end.

Q6: What's included in your 2010 preliminary outlook related to dealer inventories?

A: Our preliminary outlook for 2010 sales and revenues covers a wide range, up 10 to 25 percent from the midpoint of the 2009 sales and revenues outlook. Dealer inventory needs are also likely to cover a range. At the bottom of our outlook range, dealer inventory would likely be flat to slightly down. At the top of the outlook range, dealer sales to end users would be increasing at a higher rate and would likely result in dealers modestly increasing inventories.

Q7: We think of your turbines business as "late cycle" and understand that 2009 will be a very good year for sales. However, prospects for next year may be more difficult. Directionally, what have you built into your 2010 preliminary outlook for turbines?

A: Based on order activity, sales will likely be down from peak highs in 2008 and 2009, but still at healthy levels from a historical perspective. In addition to new equipment, turbine sales include related services, which continue to grow with expanded offerings to our customers and ongoing support of our large field population.

Q8: How are your integrated service businesses performing given the economic downturn?

A: As these businesses provide services or contain an important service component, they tend to be more stable through the business cycle than new machines and engines. Although volume declined for these businesses from the third quarter of 2008, it was much less than the decline in sales and revenues for the company in total. Integrated service businesses represented about half of total company sales and revenues in the third quarter.

Q9: Year to date, the reduction in R&D has been less than the reduction in SG&A. Why?

A: Much of this year's R&D is focused on new products to meet Tier 4 regulatory emissions requirements and is an investment in our future. With the Tier 4 product rollout beginning in 2011, this is a critical time in the product development process. As a result, 2009 R&D expense, while down from 2008, will still be the second highest in our history.

Q10: There was $558 million of redundancy cost in the first quarter, $85 million in the second quarter and nothing in the third quarter. Do you expect more in the fourth quarter?

A: Yes, we do expect more redundancy costs in the fourth quarter and have not changed our full-year estimate of about $700 million, or $0.75 per share.

Q11: You provided a preliminary 2010 outlook for sales and revenues, but not profit. Why not?

A: Our annual planning process starts with our view of the economy and the industries we serve. Our sales and revenues outlook is based on that and is a key input in operational planning--production, resource needs and costs. We are far enough along in our annual planning process to provide an economic and sales and revenues outlook, but have more work to do to complete our profit outlook for next year.

That said, we expect that next year will continue to be very challenging. While we're forecasting better sales volume, expect to benefit from continued implementation of the Cat Production System and we don't expect significant employee redundancy costs next year, we will face profit pressure in other areas. For example, R&D expenses will likely be higher as we prepare for Tier 4, pension expense will increase in 2010, we don't expect that LIFO inventory decrement benefits will be as significant and 2009 had favorable tax items that are not expected to repeat.

Q12: Can you comment on your consolidated liquidity position?

A: Caterpillar has continued to maintain a strong liquidity position. We have approximately $3 billion of excess cash and have reduced our consolidated debt by $1.2 billion since the end of the second quarter. We plan to maintain approximately this level of excess cash during the remainder of 2009 and into 2010 to ensure a strong liquidity position.

Q13: Inventory is down about $2 billion since the end of 2008. Do you expect further reductions this year?

A: Yes. We expect further inventory reductions during the fourth quarter.

Q14: Can you summarize your 2009 expectations related to capital expenditures, stock repurchase and dividends?

A: Capital expenditures are expected to be about $1.4 billion. No stock repurchase is expected. For dividends, each quarter the Board of Directors reviews the company's dividend and determines whether to increase, maintain or decrease the dividend for the applicable quarter. On a quarterly basis, the Board evaluates the financial condition of the company and considers the economic outlook, cash flow, liquidity needs and the health and stability of global credit markets to determine whether to maintain or change the quarterly dividend. The Board has decided to maintain the dividend for the fourth quarter of 2009.

Q15: Can you comment on your revolving bank credit lines that you use to back up commercial paper? You usually renew a significant portion every year, what's the status?

A: In September, we successfully renewed that portion of the joint Caterpillar Inc. and Cat Financial corporate revolving credit facility that was due to expire. The final total revolving credit facility amount is now $6.989 billion--a $136 million increase over 2008. The revolving credit facility serves as the primary backup for commercial paper issued globally by Caterpillar entities.

Q16: During the second quarter you issued stock to fund U.S. pension plans. Can you discuss pension funding in total--how much cash is expected to be contributed in 2009, how much stock was issued and what will be the impact on total shares outstanding?

A: To proactively address funding obligations, we expect to contribute approximately $1 billion to pension plans in 2009. During the first nine months of 2009, $988 million was contributed. To provide the company with greater financial flexibility, we funded a portion of the contribution with company stock. In May, 18.2 million shares of company stock were contributed to U.S. pension plans. This equated to a contribution of approximately $650 million. In addition, beginning in June, the company began funding the 401(k) match with company stock. This is equivalent to approximately $10 million per month. As of September 30, 2009, the company had 623 million shares outstanding.

Q17: Give us an update on the quality of Cat Financial's asset portfolio. How are past dues, credit losses and allowances?

A: During the third quarter, overall portfolio quality continued to reflect signs of stress associated with global economic conditions. At the end of the third quarter 2009, past dues were 5.79 percent, compared with 5.53 percent at the end of the second quarter. At the end of the third quarter 2008, past dues were 3.64 percent. We expect that there will be continued pressure on past dues during the remainder of 2009.

Bad debt write-offs, net of recoveries, were $65 million for the third quarter of 2009, up from $55 million in the second quarter of 2009 and $22 million for the third quarter of 2008. The $43 million year-over-year increase was driven by adverse economic conditions, primarily in North America and to a lesser extent in Europe.

Year-to-date annualized losses are 0.90 percent of average retail portfolio compared to 0.82 percent for the second quarter. The rate of write-offs, at 0.90 percent, is higher in comparison with the most recent periods of economic weakness in 2001 and 2002, which were 0.65 percent and 0.69 percent respectively.

At the end of the third quarter 2009, Cat Financial's allowance for credit losses totaled $381 million, compared with $390 million of allowance for credit losses at the end of the third quarter of 2008. This slight decrease in allowance for credit losses resulted from a reduction in Cat Financial's overall net finance receivable portfolio, which lowered the required allowance by $58 million, and was largely offset by a $49 million increase in the allowance rate.

Q18: Do you believe that past dues have peaked for this business cycle or are close to the peak?

A: Although uncertainty remains for 2010, we continue to expect that past dues will be at or near peak by year-end 2009, with gradual improvement next year as global economic recovery begins.

Q19: How has Cat Financial maintained funding access to cover maturing debt? Can you comment on your liquidity position in general? Will you need new long-term debt over the next year?

A: Cat Financial has been able to access ample liquidity to cover all maturing debt obligations utilizing a broad and diverse global funding program. Year to date in 2009, Cat Financial has issued $3 billion in U.S. medium-term notes, $690 million in U.S. retail notes, EUR650 million in euro medium-term notes and C$500 million in Canadian dollar medium-term notes. This debt issuance, combined with year-to-date cash receipts, has allowed Cat Financial to cover all 2009 debt maturities and generate a cash balance of $2.2 billion at the end of the third quarter of 2009. As a result, our liquidity position remains strong. Cat Financial 2010 term debt maturities are approximately $4.9 billion, of which a portion will be funded by current cash balances and projected cash receipts. Cat Financial will remain selective and opportunistic in issuing new term debt over the remainder of 2009 and into 2010.

GLOSSARY OF TERMS

    1. Caterpillar Japan Ltd. (Cat Japan) - A Caterpillar subsidiary formerly
       known as Shin Caterpillar Mitsubishi Ltd. (SCM).  SCM was a 50/50 joint
       venture between Caterpillar and Mitsubishi Heavy Industries Ltd. (MHI)
       until SCM redeemed one half of MHI's shares on August 1, 2008.
       Caterpillar now owns 67 percent of the renamed entity.
    2. Caterpillar Production System - The Caterpillar Production System is the
       common Order-to-Delivery process being implemented enterprise-wide to
       achieve our safety, quality, velocity, earnings and growth goals for 2010
       and beyond.
    3. Consolidating Adjustments - Eliminations of transactions between
       Machinery and Engines and Financial Products.
    4. Currency - With respect to sales and revenues, currency represents the
       translation impact on sales resulting from changes in foreign currency
       exchange rates versus the U.S. dollar.  With respect to operating profit,
       currency represents the net translation impact on sales and operating
       costs resulting from changes in foreign currency exchange rates versus
       the U.S. dollar.  Currency includes the impact on sales and operating
       profit for the Machinery and Engines lines of business only; currency
       impacts on Financial Products revenues and operating profit are included
       in the Financial Products portions of the respective analyses.  With
       respect to other income/expense, currency represents the effects of
       forward and option contracts entered into by the company to reduce the
       risk of fluctuations in exchange rates and the net effect of changes in
       foreign currency exchange rates on our foreign currency assets and
       liabilities for consolidated results.
    5. Debt-to-Capital Ratio - A key measure of financial strength used by both
       management and our credit rating agencies.  The metric is a ratio of
       Machinery and Engines debt (short-term borrowings plus long-term debt)
       and redeemable noncontrolling interest to the sum of Machinery and
       Engines debt, redeemable noncontrolling interest and stockholders'
       equity.
    6. EAME - Geographic region including Europe, Africa, the Middle East and
       the Commonwealth of Independent States (CIS).
    7. Earning Assets - Assets consisting primarily of total finance receivables
       net of unearned income, plus equipment on operating leases, less
       accumulated depreciation at Cat Financial.
    8. Engines - A principal line of business including the design, manufacture,
       marketing and sales of engines for Caterpillar machinery; electric power
       generation systems; on-highway vehicles and locomotives; marine,
       petroleum, construction, industrial, agricultural and other applications
       and related parts. Also includes remanufacturing of Caterpillar engines
       and a variety of Caterpillar machinery and engine components and
       remanufacturing services for other companies.  Reciprocating engines meet
       power needs ranging from 10 to 21,700 horsepower (8 to more than 16 000
       kilowatts).  Turbines range from 1,600 to 30,000 horsepower (1 200 to 22
       000 kilowatts).
    9. Financial Products - A principal line of business consisting primarily of
       Caterpillar Financial Services Corporation (Cat Financial), Caterpillar
       Insurance Holdings, Inc. (Cat Insurance) and their respective
       subsidiaries.  Cat Financial provides a wide range of financing
       alternatives to customers and dealers for Caterpillar machinery and
       engines, Solar gas turbines as well as other equipment and marine
       vessels.  Cat Financial also extends loans to customers and dealers.  Cat
       Insurance provides various forms of insurance to customers and dealers to
       help support the purchase and lease of our equipment.
    10. Integrated Service Businesses - A service business or a business
        containing an important service component.  These businesses include,
        but are not limited to, aftermarket parts, Cat Financial, Cat Insurance,
        Cat Logistics, Cat Reman, Progress Rail, OEM Solutions and Solar Turbine
        Customer Services.
    11. Latin America - Geographic region including Central and South American
        countries and Mexico.
    12. LIFO Inventory Decrement Benefits - A significant portion of
        Caterpillar's inventory is valued using the last-in, first-out (LIFO)
        method.  With this method, the cost of inventory is comprised of
        "layers" at cost levels for years when inventory increases occurred.  A
        LIFO decrement occurs when inventory decreases, depleting layers added
        in earlier, generally lower cost, years.  A LIFO decrement benefit
        represents the impact on profit of charging cost of goods sold with
        prior year cost levels rather than current period costs.
    13. Machinery - A principal line of business which includes the design,
        manufacture, marketing and sales of construction, mining and forestry
        machinery--track and wheel tractors, track and wheel loaders,
        pipelayers, motor graders, wheel tractor-scrapers, track and wheel
        excavators, backhoe loaders, log skidders, log loaders, off-highway
        trucks, articulated trucks, paving products, skid steer loaders,
        underground mining equipment, tunnel boring equipment and related parts.
        Also includes logistics services for other companies and the design,
        manufacture, remanufacture, maintenance and services of rail-related
        products.
    14. Machinery and Engines (M&E) - Due to the highly integrated nature of
        operations, it represents the aggregate total of the Machinery and
        Engines lines of business and includes primarily our manufacturing,
        marketing and parts distribution operations.
    15. Machinery and Engines Other Operating (Income) Expenses - Comprised
        primarily of gains/losses on disposal of long-lived assets, long-lived
        asset impairment charges and employee redundancy costs.
    16. Manufacturing Costs - Manufacturing costs exclude the impacts of
        currency and represent the volume-adjusted change for variable costs and
        the absolute dollar change for period manufacturing costs.  Variable
        manufacturing costs are defined as having a direct relationship with the
        volume of production.  This includes material costs, direct labor and
        other costs that vary directly with production volume such as freight,
        power to operate machines and supplies that are consumed in the
        manufacturing process.  Period manufacturing costs support production
        but are defined as generally not having a direct relationship to
        short-term changes in volume.  Examples include machinery and equipment
        repair, depreciation on manufacturing assets, facility support,
        procurement, factory scheduling, manufacturing planning and operations
        management.
    17. Price Realization - The impact of net price changes excluding currency
        and new product introductions.  Consolidated price realization includes
        the impact of changes in the relative weighting of sales between
        geographic regions.
    18. Redundancy Costs - Costs related to employment reduction including
        employee severance charges, pension and other postretirement benefit
        plan curtailments and settlements and healthcare and supplemental
        unemployment benefits.
    19. Sales Volume - With respect to sales and revenues, sales volume
        represents the impact of changes in the quantities sold for machinery
        and engines as well as the incremental revenue impact of new product
        introductions.  With respect to operating profit, sales volume
        represents the impact of changes in the quantities sold for machinery
        and engines combined with product mix--the net operating profit impact
        of changes in the relative weighting of machinery and engines sales with
        respect to total sales.

    20. 6 Sigma - On a technical level, 6 Sigma represents a measure of
        variation that achieves 3.4 defects per million opportunities.  At
        Caterpillar, 6 Sigma represents a much broader cultural philosophy to
        drive continuous improvement throughout the value chain.  It is a
        fact-based, data-driven methodology that we are using to improve
        processes, enhance quality, cut costs, grow our business and deliver
        greater value to our customers through black belt-led project teams.  At
        Caterpillar, 6 Sigma goes beyond mere process improvement--it has become
        the way we work as teams to process business information, solve problems
        and manage our business successfully.

NON-GAAP FINANCIAL MEASURES

The following definitions are provided for "non-GAAP financial measures" in connection with Regulation G issued by the Securities and Exchange Commission. These non-GAAP financial measures have no standardized meaning prescribed by U.S. GAAP and therefore are unlikely to be comparable to the calculation of similar measures for other companies. Management does not intend these items to be considered in isolation or substitutes for the related GAAP measures.

Profit Per Share Excluding Redundancy Costs

During the third quarter of 2009, redundancy costs related to employment reductions in response to the global recession were insignificant. We believe it is important to separately quantify the profit per share impact of redundancy costs in order for our 2009 actual results and outlook to be meaningful to our readers. Reconciliation of profit per share excluding redundancy costs to the most directly comparable GAAP measure, profit per share is as follows:



                                                 Nine
                                  Third      Months Ended
                                 Quarter     September 30,         2009
                                   2009          2009            Outlook(1)
                                   ----          ----            ----------
    Profit per share              $0.64         $1.07          $1.10 - 1.30
    Per share redundancy costs       $-         $0.70                 $0.75
    Profit per share excluding
     redundancy costs             $0.64         $1.77          $1.85 - 2.05

    (1) 2009 Sales and Revenues range of $32 to $33 billion

Machinery and Engines

Caterpillar defines Machinery and Engines as it is presented in the supplemental data as Caterpillar Inc. and its subsidiaries with Financial Products accounted for on the equity basis. Machinery and Engines information relates to the design, manufacture and marketing of our products. Financial Products information relates to the financing to customers and dealers for the purchase and lease of Caterpillar and other equipment. The nature of these businesses is different, especially with regard to the financial position and cash flow items. Caterpillar management utilizes this presentation internally to highlight these differences. We also believe this presentation will assist readers in understanding our business. Pages 29-34 reconcile Machinery and Engines with Financial Products on the equity basis to Caterpillar Inc. Consolidated financial information.

Caterpillar's latest financial results and current outlook are also available via:


    Telephone:
             (800) 228-7717 (Inside the United States and Canada)
             (858) 244-2080 (Outside the United States and Canada)

    Internet:
             http://www.cat.com/investor
             http://www.cat.com/irwebcast (live broadcast/replays of
             quarterly conference call)



                                      Caterpillar Inc.
                 Condensed Consolidated Statement of Results of Operations
                                        (Unaudited)
                          (Dollars in millions except per share data)

                                       Three Months Ended  Nine Months Ended
                                           September 30,     September 30,
                                         2009        2008   2009      2008
                                         ----        ----   ----      ----
     Sales and revenues:
        Sales of Machinery and
         Engines                       $6,583     $12,148 $22,347   $35,924
        Revenues of Financial
         Products                         715         833   2,151     2,477
                                          ---         ---   -----     -----
        Total sales and revenues        7,298      12,981  24,498    38,401

     Operating costs:
        Cost of goods sold              5,255       9,704  18,034    28,349
        Selling, general and
         administrative expenses          907       1,061   2,703     3,094
        Research and development
         expenses                         327         437   1,066     1,221
        Interest expense of
         Financial Products               256         291     807       854
        Other operating (income)
         expenses                         276         315   1,439       892
                                          ---         ---   -----       ---
        Total operating costs           7,021      11,808  24,049    34,410
                                        -----      ------  ------    ------

     Operating profit                     277       1,173     449     3,991

        Interest expense excluding
         Financial Products                91          59     301       203
        Other income (expense)             66         146     293       351
                                           --         ---     ---       ---

     Consolidated profit before
      taxes                               252       1,260     441     4,139

        Provision (benefit) for
         income taxes                    (139)        395    (179)    1,249
                                         ----         ---    ----     -----
        Profit of consolidated
         companies                        391         865     620     2,890

        Equity in profit (loss) of
         unconsolidated affiliated
         companies                          1          11       1        32
                                          ---          --     ---        --

     Profit of consolidated and
      affiliated companies                392         876     621     2,922

     Less:  Profit (loss)
      attributable to noncontrolling
      interests                           (12)          8     (42)       26
                                          ---         ---     ---        --

     Profit (1)                          $404        $868    $663    $2,896
                                         ====        ====    ====    ======


     Profit per common share            $0.65       $1.43   $1.08     $4.72

     Profit per common share -
      diluted (2)                       $0.64       $1.39   $1.07     $4.57

     Weighted-average common shares
      outstanding (millions)
        - Basic                         622.4       607.0   612.1     613.2
        - Diluted (2)                   635.5       624.8   620.6     633.2

     Cash dividends declared per
      common share                         $-          $-   $0.84     $0.78

    (1)  Profit attributable to common stockholders.
    (2)  Diluted by assumed exercise of stock-based compensation awards
         using the treasury stock method.



                                      Caterpillar Inc.
                    Condensed Consolidated Statement of Financial Position
                                        (Unaudited)
                                     (Millions of dollars)

                                                    September 30, December 31,
                                                        2009         2008
                                                        ----         ----
     Assets
         Current assets:
             Cash and short-term investments           $4,188       $2,736
             Receivables - trade and other              5,733        9,397
             Receivables - finance                      7,791        8,731
             Deferred and refundable income taxes       1,248        1,223
             Prepaid expenses and other current assets    448          765
             Inventories                                6,815        8,781
                                                        -----        -----
         Total current assets                          26,223       31,633

         Property, plant and equipment - net           12,250       12,524
         Long-term receivables - trade and other          867        1,479
         Long-term receivables - finance               13,240       14,264
         Investments in unconsolidated affiliated
          companies                                       101           94
         Noncurrent deferred and refundable income
          taxes                                         3,298        3,311
         Intangible assets                                474          511
         Goodwill                                       2,272        2,261
         Other assets                                   2,113        1,705
                                                        -----        -----
     Total assets                                     $60,838      $67,782
                                                      =======      =======

     Liabilities
         Current liabilities:
             Short-term borrowings:
                 -- Machinery and Engines                $554       $1,632
                 -- Financial Products                  3,969        5,577
             Accounts payable                           2,714        4,827
             Accrued expenses                           3,360        4,121
             Accrued wages, salaries and employee
              benefits                                    761        1,242
             Customer advances                          1,283        1,898
             Dividends payable                              -          253
             Other current liabilities                    792        1,027
             Long-term debt due within one year:
                 -- Machinery and Engines                 193          456
                 -- Financial Products                  4,331        5,036
                                                        -----        -----
         Total current liabilities                     17,957       26,069

         Long-term debt due after one year:
                 -- Machinery and Engines               5,709        5,736
                 -- Financial Products                 17,360       17,098
         Liability for postemployment benefits          9,039        9,975
         Other liabilities                              2,260        2,190
                                                        -----        -----
     Total liabilities                                 52,325       61,068
                                                       ------       ------

     Redeemable noncontrolling interest                   431          524

     Stockholders' equity
         Common stock                                   3,392        3,057
         Treasury stock                               (10,702)     (11,217)
         Profit employed in the business               20,026       19,826
         Accumulated other comprehensive income (loss) (4,740)      (5,579)
         Noncontrolling interests                         106          103
                                                          ---          ---
     Total stockholders' equity                         8,082        6,190
                                                        -----        -----
     Total liabilities, redeemable noncontrolling
      interest and stockholders' equity               $60,838      $67,782
                                                      =======      =======



                                      Caterpillar Inc.
                          Condensed Consolidated Statement of Cash Flow
                                        (Unaudited)
                                    (Millions of dollars)

                                                          Nine Months Ended
                                                            September 30,
                                                           2009      2008
                                                           ----      ----
     Cash flow from operating activities:
         Profit of consolidated and affiliated
          companies                                        $621    $2,922
         Adjustments for non-cash items:
             Depreciation and amortization                1,633     1,453
             Other                                          203        58
         Changes in assets and liabilities:
             Receivables - trade and other                3,958      (676)
             Inventories                                  1,985    (1,380)
             Accounts payable and accrued expenses       (3,054)      790
             Customer advances                             (606)      321
             Other assets - net                             102       154
             Other liabilities - net                       (371)     (362)
                                                           ----      ----
     Net cash provided by (used for) operating
      activities                                          4,471     3,280
                                                          -----     -----
     Cash flow from investing activities:
         Capital expenditures - excluding equipment
          leased to others                                 (751)   (1,362)
         Expenditures for equipment leased to others       (747)   (1,082)
         Proceeds from disposals of property, plant and
          equipment                                         799       754
         Additions to finance receivables                (5,255)  (11,168)
         Collections of finance receivables               7,343     7,402
         Proceeds from sale of finance receivables           69       710
         Investments and acquisitions (net of cash
          acquired)                                          (9)     (139)
         Proceeds from sale of available-for-sale
          securities                                        232       292
         Investments in available-for-sale securities      (312)     (270)
         Other - net                                        (89)      116
                                                           ----       ---
     Net cash provided by (used for) investing
      activities                                          1,280    (4,747)
                                                          -----    ------
     Cash flow from financing activities:
         Dividends paid                                    (766)     (700)
         Distribution to noncontrolling interests             -       (10)
         Common stock issued, including treasury shares
          reissued                                           50       128
         Payment for stock repurchase derivative
          contracts                                           -       (38)
         Treasury shares purchased                            -    (1,716)
         Excess tax benefit from stock-based
          compensation                                        8        55
         Acquisitions of noncontrolling interests            (6)        -
         Proceeds from debt issued (original maturities
          greater than three months)                     10,869    14,020
         Payments on debt (original maturities greater
          than three months)                            (10,777)  (10,888)
         Short-term borrowings (original maturities
          three months or less)-net                      (3,686)    1,646
                                                         ------     -----
     Net cash provided by (used for) financing
      activities                                         (4,308)    2,497
                                                         ------     -----
     Effect of exchange rate changes on cash                  9       (14)
                                                            ---       ---
     Increase (decrease) in cash and short-term
      investments                                         1,452     1,016
     Cash and short-term investments at beginning of
      period                                              2,736     1,122
                                                          -----     -----
     Cash and short-term investments at end of period    $4,188    $2,138
                                                         ======    ======

    All short-term investments, which consist primarily of highly liquid
    investments with original maturities of three months or less, are
    considered to be cash equivalents.



                                      Caterpillar Inc.
                          Supplemental Data for Results of Operations
                         For The Three Months Ended September 30, 2009
                                        (Unaudited)
                                   (Millions of dollars)

                                             Supplemental Consolidating Data
                                            ----------------------------------
                                             Machinery
                                                and    Financial Consolidating
                                Consolidated Engines(1) Products  Adjustments
                                ------------ ---------- --------  -----------
     Sales and revenues:
       Sales of Machinery and
        Engines                      $6,583    $6,583         $-       $-
       Revenues of Financial Products   715         -        788      (73) (2)
                                        ---         -        ---      ---
       Total sales and revenues       7,298     6,583        788      (73)

     Operating costs:
       Cost of goods sold             5,255     5,255          -        -
       Selling, general and
        administrative expenses         907       765        146       (4) (3)
       Research and development
        Expenses                        327       327          -        -
       Interest expense of Financial
        Products                        256        -         256        -  (4)
       Other operating (income)
        expenses                        276      (10)        294       (8) (3)
                                        ---      ---         ---       --
       Total operating costs          7,021    6,337         696      (12)
                                      -----    -----         ---      ---

     Operating profit                   277      246          92      (61)

       Interest expense excluding
        Financial Products               91      112           -      (21) (4)
       Other income (expense)            66       22           4       40  (5)
                                         --       --         ---       --

     Consolidated profit before taxes   252      156          96        -

       Provision (benefit) for income
        taxes                          (139)    (146)          7        -
                                       ----     ----         ---      ---
       Profit of consolidated companies 391      302          89        -

       Equity in profit (loss) of
        unconsolidated affiliated
        companies                         1        1           -        -
       Equity in profit of Financial
        Products' subsidiaries            -       85           -      (85) (6)
                                          -       --         ---      ---

     Profit of consolidated and
      affiliated companies              392      388          89      (85)

     Less:  Profit (loss) attributable
      to noncontrolling interests       (12)     (16)          4        -
                                        ---      ---         ---      ---

     Profit (7)                        $404     $404         $85     $(85)
                                       ====     ====         ===     ====


    (1)  Represents Caterpillar Inc. and its subsidiaries with Financial
         Products accounted for on the equity basis.
    (2)  Elimination of Financial Products' revenues earned from Machinery
         and Engines.
    (3)  Elimination of net expenses recorded by Machinery and Engines
         paid to Financial Products.
    (4)  Elimination of interest expense recorded between Financial
         Products and Machinery and Engines.
    (5)  Elimination of discount recorded by Machinery and Engines on
         receivables sold to Financial Products and of interest earned
         between Machinery and Engines and Financial Products.
    (6)  Elimination of Financial Products' profit due to equity method of
         accounting.
    (7)  Profit attributable to common stockholders.



                                       Caterpillar Inc.
                          Supplemental Data for Results of Operations
                         For The Three Months Ended September 30, 2008
                                         (Unaudited)
                                     (Millions of dollars)

                                             Supplemental Consolidating Data
                                            ----------------------------------
                                             Machinery
                                                and    Financial Consolidating
                                Consolidated Engines(1) Products  Adjustments
                                ------------ ---------- --------  -----------
     Sales and revenues:
       Sales of Machinery and
        Engines                     $12,148  $12,148         $-        $-
       Revenues of Financial Products   833        -        897       (64) (2)
                                        ---      ---        ---       ---
       Total sales and revenues      12,981   12,148        897       (64)

     Operating costs:
       Cost of goods sold             9,704    9,704          -         -
       Selling, general and
        administrative expenses       1,061      924        142        (5) (3)
       Research and development
        expenses                        437      437          -         -
       Interest expense of Financial
        Products                        291        -        292        (1) (4)
       Other operating (income)
        expenses                        315        3        319        (7) (3)
                                        ---      ---        ---        --
       Total operating costs         11,808   11,068        753       (13)
                                     ------   ------        ---       ---

     Operating profit                 1,173    1,080        144       (51)

       Interest expense excluding
        Financial Products               59       59          -         -  (4)
       Other income (expense)           146       68         27        51  (5)
                                        ---       --         --        --

     Consolidated profit before taxes 1,260    1,089        171         -

       Provision (benefit) for income
        taxes                           395      353         42         -
                                        ---      ---         --       ---
       Profit of consolidated companies 865      736        129         -

       Equity in profit (loss) of
        unconsolidated affiliated
        companies                        11       12         (1)        -
       Equity in profit of Financial
        Products' subsidiaries            -      125          -      (125) (6)
                                        ---      ---        ---      ----

     Profit of consolidated and
      affiliated companies              876       873       128      (125)
     Less:  Profit (loss) attributable to
      noncontrolling interests            8        5          3         -
                                        ---      ---        ---       ---

     Profit (7)                        $868     $868       $125     $(125)
                                       ====     ====       ====     =====

    (1)  Represents Caterpillar Inc. and its subsidiaries with Financial
         Products accounted for on the equity basis.
    (2)  Elimination of Financial Products' revenues earned from Machinery
         and Engines.
    (3)  Elimination of net expenses recorded by Machinery and
         Engines paid to Financial Products.
    (4)  Elimination of interest expense recorded between Financial
         Products and Machinery and Engines.
    (5)  Elimination of discount recorded by Machinery and Engines on
         receivables sold to Financial Products and of interest earned
         between Machinery and Engines and Financial Products.
    (6)  Elimination of Financial Products' profit due to equity method
         of accounting.
    (7)  Profit attributable to common stockholders.



                                      Caterpillar Inc.
                         Supplemental Data for Results of Operations
                         For The Nine Months Ended September 30, 2009
                                        (Unaudited)
                                   (Millions of dollars)

                                             Supplemental Consolidating Data
                                            ----------------------------------
                                             Machinery
                                                and    Financial Consolidating
                                Consolidated Engines(1) Products  Adjustments
                                ------------ ---------- --------  -----------
     Sales and revenues:
       Sales of Machinery and
        Engines                     $22,347  $22,347         $-        $-
       Revenues of Financial
        Products                      2,151        -      2,398      (247) (2)
                                      -----      ---      -----      ----
       Total sales and revenues      24,498   22,347      2,398      (247)

     Operating costs:
       Cost of goods sold            18,034   18,034          -         -
       Selling, general and
        administrative expenses       2,703    2,314        400       (11) (3)
       Research and development
        expenses                      1,066    1,066          -         -
       Interest expense of
        Financial Products              807        -        810        (3) (4)
       Other operating (income)
        expenses                      1,439      595        870       (26) (3)
                                      -----      ---        ---       ---
       Total operating costs         24,049   22,009      2,080       (40)
                                     ------   ------      -----       ---

     Operating profit                   449      338        318      (207)

       Interest expense excluding
        Financial Products              301      365          -       (64) (4)
       Other income (expense)           293      153         (3)      143  (5)
                                        ---       ---         --      ---

     Consolidated profit before
      taxes                             441      126        315         -

       Provision (benefit) for
        income taxes                   (179)    (239)        60         -
                                       ---- -   ----         --       ---
       Profit of consolidated
        companies                       620      365        255         -

       Equity in profit (loss) of
        unconsolidated affiliated
        companies                         1        1          -         -
       Equity in profit of
        Financial Products'
        subsidiaries                      -      243          -      (243) (6)
                                        ---      ---        ---      ----

     Profit of consolidated and
      affiliated companies              621      609        255      (243)

     Less:  Profit (loss)
       attributable to
      noncontrolling interests          (42)     (54)        12         -
                                        ---      ---         --       ---

     Profit (7)                        $663     $663       $243     $(243)
                                       ====     ====       ====     =====


    (1)  Represents Caterpillar Inc. and its subsidiaries with
         Financial Products accounted for on the equity basis.
    (2)  Elimination of Financial Products' revenues earned from
         Machinery and Engines.
    (3)  Elimination of net expenses recorded by Machinery and Engines
         paid to Financial Products.
    (4)  Elimination of interest expense recorded between Financial
         Products and Machinery and Engines.
    (5)  Elimination of discount recorded by Machinery and Engines on
         receivables sold to Financial Products and of interest earned
         between Machinery and Engines and Financial Products.
    (6)  Elimination of Financial Products' profit due to equity method
         of accounting.
    (7)  Profit attributable to common stockholders.



                                     Caterpillar Inc.
                         Supplemental Data for Results of Operations
                         For The Nine Months Ended September 30, 2008
                                        (Unaudited)
                                   (Millions of dollars)

                                             Supplemental Consolidating Data
                                            ----------------------------------
                                             Machinery
                                                and    Financial Consolidating
                                Consolidated Engines(1) Products  Adjustments
                                ------------ ---------- --------  -----------
     Sales and revenues:
        Sales of Machinery and
         Engines                    $35,924  $35,924       $-          $-
        Revenues of Financial
         Products                     2,477        -    2,719        (242) (2)
                                      -----      ---    -----        ----
        Total sales and revenues     38,401   35,924    2,719        (242)

     Operating costs:
        Cost of goods sold           28,349   28,349        -           -
        Selling, general and
         administrative expenses      3,094    2,681      430         (17) (3)
        Research and development
         expenses                     1,221    1,221        -           -
        Interest expense of Financial
         Products                       854        -      857          (3) (4)
        Other operating (income)
         expenses                       892      (17)     927         (18) (3)
                                        ---      ---      ---         ---
        Total operating costs        34,410   32,234    2,214         (38)
                                     ------   ------    -----         ---

     Operating profit                 3,991    3,690      505        (204)

        Interest expense excluding
         Financial Products             203      203        -           -  (4)
        Other income (expense)          351       76       71         204  (5)
                                        ---       --       --         ---

     Consolidated profit before
      taxes                           4,139    3,563      576           -

        Provision (benefit) for
         income taxes                 1,249    1,089      160           -
                                      -----    -----      ---         ---
        Profit of consolidated
         companies                    2,890    2,474      416           -

        Equity in profit (loss) of
         unconsolidated affiliated
         companies                       32       33       (1)          -
        Equity in profit of Financial
         Products' subsidiaries           -      404        -        (404) (6)
                                        ---      ---      ---        ----

     Profit of consolidated and
      affiliated companies            2,922    2,911      415        (404)

     Less:  Profit (loss)
       attributable to noncontrolling
       interests                         26       15       11           -
                                         --       --       --         ---

     Profit (7)                      $2,896   $2,896     $404       $(404)
                                     ======   ======     ====       =====

    (1)  Represents Caterpillar Inc. and its subsidiaries with Financial
         Products accounted for on the equity basis.
    (2)  Elimination of Financial Products' revenues earned from Machinery
         and Engines.
    (3)  Elimination of net expenses recorded by Machinery and Engines
         paid to Financial Products.
    (4)  Elimination of interest expense recorded between Financial
         Products and Machinery and Engines.
    (5)  Elimination of discount recorded by Machinery and Engines on
         receivables sold to Financial Products and of interest earned
         between Machinery and Engines and Financial Products.
    (6)  Elimination of Financial Products' profit due to equity method
         of accounting.
    (7)  Profit attributable to common stockholders.



                                      Caterpillar Inc.
                             Supplemental Data for Cash Flow
                         For The Nine Months Ended September 30, 2009
                                        (Unaudited)
                                    (Millions of dollars)

                                             Supplemental Consolidating Data
                                           -----------------------------------
                                             Machinery
                                                and    Financial Consolidating
                                Consolidated Engines(1) Products  Adjustments
                                ------------ ---------- --------  -----------
     Cash flow from operating
      activities:
       Profit of consolidated
        and affiliated
        companies                 $621       $609       $255       $(243)  (2)
       Adjustments for
        non-cash items:
         Depreciation and
          amortization           1,633      1,083        550           -
         Undistributed profit
          of Financial
          Products                   -       (243)         -         243   (3)
         Other                     203        201       (137)        139   (4)
       Changes in assets and
        liabilities:
         Receivables - trade
          and other              3,958      1,904        147       1,907 (4,5)
         Inventories             1,985      1,985          -           -
         Accounts payable and
          accrued expenses      (3,054)    (2,881)      (221)         48   (4)
         Customer advances        (606)      (606)         -           -
         Other assets - net        102       (135)       252         (15)  (4)
         Other liabilities -
          net                     (371)      (429)        37          21   (4)
                                  ----       ----         --          --
     Net cash provided by
      (used for) operating
      activities                 4,471      1,488        883       2,100
                                 -----      -----        ---       -----
     Cash flow from investing
      activities:
       Capital expenditures -
        excluding equipment
        leased to others          (751)      (749)        (2)          -
       Expenditures for
        equipment leased to
        others                    (747)         -       (751)          4   (4)
       Proceeds from disposals
        of property, plant and
        equipment                  799         74        725           -
       Additions to finance
        receivables             (5,255)         -    (15,518)     10,263   (5)
       Collections of finance
        receivables              7,343          -     18,796     (11,453)  (5)
       Proceeds from sale of
        finance receivables         69          -        983        (914)  (5)
       Net intercompany
        borrowings                   -        427     (1,015)        588   (6)
       Investments and
        acquisitions (net of
        cash acquired)              (9)        (9)         -           -
       Proceeds from sale of
        available-for-sale
        securities                 232          5        227           -
       Investments in
        available-for-sale
        securities                (312)        (4)      (308)          -
       Other - net                 (89)       123       (232)        20   (7)
                                  ----        ---       ----          --
     Net cash provided by
      (used for) investing
      activities                 1,280       (133)     2,905      (1,492)
                                 -----       ----      -----      ------
     Cash flow from financing
      activities:
       Dividends paid             (766)      (766)         -           -
       Distribution to
        noncontrolling
        interests                    -          -          -           -
       Common stock issued,
        including treasury
        shares reissued             50         50         20         (20)  (7)
       Payment for stock
        repurchase derivative
        contracts                    -          -          -           -
       Treasury shares
        purchased                    -          -          -           -
       Excess tax benefit from
        stock-based
        compensation                 8          8          -           -
       Acquisitions of
        noncontrolling
        interests                   (6)        (6)         -           -
       Net intercompany
        borrowings                   -      1,015       (427)       (588)  (6)
       Proceeds from debt
        issued (original
        maturities greater
        than three months)      10,869        986      9,883           -
       Payments on debt
        (original maturities
        greater than three
        months)                (10,777)    (1,357)    (9,420)          -
       Short-term borrowings
        (original maturities
        three months or
        less)-net               (3,686)      (966)    (2,720)          -
                                ------       ----     ------         ---
     Net cash provided by
      (used for) financing
      activities                (4,308)    (1,036)    (2,664)       (608)
                                ------     ------     ------        ----
     Effect of exchange rate
      changes on cash                9        (10)        19           -
                                   ---        --- -       --         ---
     Increase (decrease) in
      cash and short-term
      investments                1,452        309      1,143           -
     Cash and short-term
      investments at beginning
      of period                  2,736      1,517      1,219           -
                                 -----      -----      -----         ---
     Cash and short-term
      investments at end of
      period                    $4,188     $1,826     $2,362          $-
                                ======     ======     ======         ===


    (1)  Represents Caterpillar Inc. and its subsidiaries with Financial
         Products accounted for on the equity basis.
    (2)  Elimination of Financial Products' profit after tax due to equity
         method of accounting.
    (3)  Non-cash adjustment for the undistributed earnings from Financial
         Products.
    (4)  Elimination of non-cash adjustments and changes in assets and
         liabilities related to consolidated reporting.
    (5)  Reclassification of Cat Financial's cash flow activity from
         investing to operating for receivables that arose from the
         sale of inventory.
    (6)  Net proceeds and payments to/from Machinery and Engines
         and Financial Products.
    (7)  Change in investment and common stock related to Financial Products.



                                      Caterpillar Inc.
                               Supplemental Data for Cash Flow
                          For The Nine Months Ended September 30, 2008
                                        (Unaudited)
                                   (Millions of dollars)

                                             Supplemental Consolidating Data
                                           -----------------------------------
                                             Machinery
                                                and    Financial Consolidating
                                Consolidated Engines(1) Products  Adjustments
                                ------------ ---------- --------  -----------
     Cash flow from operating
      activities:
       Profit of consolidated
        and affiliated
        companies               $2,922     $2,911      $415       $(404)   (2)
       Adjustments for non-cash
        items:
         Depreciation and
          amortization           1,453        879       574           -
         Undistributed profit of
          Financial Products         -       (404)        -         404    (3)
         Other                      58        136      (210)        132    (4)
       Changes in assets and
        liabilities:
         Receivables - trade and
          other                   (676)      (489)      (30)       (157) (4,5)
         Inventories            (1,380)    (1,380)        -           -
         Accounts payable and
          accrued expenses         790        557       161          72    (4)
         Customer advances         321        321         -           -
         Other assets - net        154         52       (26)        128    (4)
         Other liabilities - net  (362)      (230)      (13)       (119)   (4)
                                  ----       ----       ---        ----
     Net cash provided by (used
      for) operating activities  3,280      2,353       871          56
                                 -----      -----       ---          --
     Cash flow from investing
      activities:
       Capital expenditures -
        excluding equipment
        leased to others        (1,362)    (1,345)      (17)          -
       Expenditures for
        equipment leased to
        others                  (1,082)         -    (1,101)         19    (4)
       Proceeds from disposals
        of property, plant and
        equipment                  754         27       727           -
       Additions to finance
        receivables            (11,168)         -   (29,272)     18,104    (5)
       Collections of finance
        receivables              7,402          -    24,430     (17,028)   (5)
       Proceeds from sale of
        finance receivables        710          -     1,861      (1,151)   (5)
       Net intercompany
        borrowings                   -        239        (6)       (233)   (6)
       Investments and
        acquisitions (net of
        cash acquired)            (139)      (139)        -           -
       Proceeds from sale of
        available-for-sale
        securities                 292         20       272           -
       Investments in
        available-for-sale
        securities                (270)       (14)     (256)          -
       Other - net                 116        151       (35)          -    (7)
                                   ---        ---       ---         ---
     Net cash provided by (used
      for) investing activities (4,747)    (1,061)   (3,397)       (289)
                                ------     ------    ------        ----
     Cash flow from financing
      activities:
       Dividends paid             (700)      (700)        -           -
       Distribution to
        noncontrolling interests   (10)       (10)        -           -
       Common stock issued,
        including treasury
        shares reissued            128        128         -           -    (7)
       Payment for stock
        repurchase derivative
        contracts                  (38)       (38)        -           -
       Treasury shares
        purchased               (1,716)    (1,716)        -           -
       Excess tax benefit from
        stock-based compensation    55         55         -           -
       Acquisitions of
        noncontrolling interests     -          -         -           -
       Net intercompany
        borrowings                   -          6      (239)        233    (6)
       Proceeds from debt issued
        (original maturities
        greater than three
        months)                 14,020         49    13,971           -
       Payments on debt
        (original maturities
        greater than three
        months)                (10,888)      (173)  (10,715)          -
       Short-term borrowings
        (original maturities
        three months or
        less)-net                1,646      1,219       427           -
                                 -----      -----       ---         ---
     Net cash provided by (used
      for) financing activities  2,497     (1,180)    3,444         233
                                 -----     ------     -----         ---
     Effect of exchange rate
      changes on cash              (14)        (9)       (5)          -
                                   ---         --        --         ---
     Increase (decrease) in cash
      and short-term investments 1,016        103       913           -
     Cash and short-term
      investments at beginning
      of period                  1,122        862       260           -
                                 -----        ---       ---         ---
     Cash and short-term
      investments at end of
      period                    $2,138       $965    $1,173          $-
                                ======       ====    ======         ===

    (1)  Represents Caterpillar Inc. and its subsidiaries with Financial
         Products accounted for on the equity basis.
    (2)  Elimination of Financial Products' profit after tax due to equity
         method of accounting.
    (3)  Non-cash adjustment for the undistributed earnings from
         Financial Products.
    (4)  Elimination of non-cash adjustments and changes in assets
         and liabilities related to consolidated reporting.
    (5)  Reclassification of Cat Financial's cash flow activity from
         investing to operating for receivables that arose from the
         sale of inventory.
    (6)  Net proceeds and payments to/from Machinery and Engines and
         Financial Products.
    (7)  Change in investment and common stock related to Financial Products.

SOURCE Caterpillar Inc.

http://www.CAT.com

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