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Caterpillar Acquires Progress Rail

Caterpillar Inc. has reached an agreement to acquire Progress Rail Services, Inc. for $1.0 billion in cash, stock and assumption of debt. Progress Rail is majority owned by One Equity Partners, a private equity affiliate of JP Morgan Chase & Company, Inc.

Based in Albertville, Alabama, Progress Rail is a leading provider of remanufactured locomotive and railcar products and services to the North American railroad industry. With 2005 sales of $1.2 billion, the company has one of the most extensive rail service and supply networks in North America. It operates more than 90 facilities in 29 states in the United States, Canada and Mexico, with about 3,700 employees.

Under the terms of the agreement, Caterpillar will acquire Progress Rail for approximately $800 million in cash and Caterpillar stock, and $200 million through the assumption of long-term debt. Of the approximately $800 million, 53 percent is expected to be paid in cash and 47 percent in Caterpillar stock. The transaction closing is subject to obtaining regulatory approvals and should take place around the end of second quarter 2006.

Caterpillar Group President Steve Wunning, Caterpillar Vice President Steve Fisher and Caterpillar Investor Relations Director Mike DeWalt will discuss the acquisition of Progress Rail with financial analysts and institutional stockholders on a one-hour conference call beginning at 8 a.m. Central Daylight Time on Friday, May 19, 2006.



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