Caterpillar Inc S-3ASR, filed Dec 13, 2024

Caterpillar Inc (CAT)

S-3ASR 2024-12-13

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	Large accelerated filer: ☒			Accelerated filer ☐			Non-accelerated filer ☐			Smaller Reporting Company ☐
										Emerging Growth Company ☐

	Page
About This Prospectus		1
Risk Factors		1
The Company		2
Forward-Looking Statements		3
Use of Proceeds		4
General Description of Securities		4
Description of Debt Securities		4
Description of Capital Stock		9
Description of Warrants		12
Description of Units		13
Plan of Distribution		13
Legal Matters		15
Experts		15
Where You Can Find More Information		15
Incorporation of Certain Documents by Reference		15

SEC Registration Fee	$	*
Printing Expenses		**
Legal Fees and Expenses		**
Audit Fees and Expenses		**
FINRA Fees and Expenses		**
Trustee Fees and Expenses		**
Transfer Agent Fees and Expenses		**
Miscellaneous Expenses		**
Total	$	**

Date	Signature	Title
December 13, 2024	/s/ D. James Umpleby III (D. James Umpleby III)	Chairman of the Board & Chief Executive Officer
December 13, 2024	/s/ Andrew R. J. Bonfield (Andrew R. J. Bonfield)	Chief Financial Officer
December 13, 2024	/s/ William E. Schaupp (William E. Schaupp)	Vice President and Chief Accounting Officer
December 13, 2024	/s/ Daniel M. Dickinson (Daniel M. Dickinson)	Director
December 13, 2024	/s/ James C. Fish, Jr. (James C. Fish, Jr.)	Director
December 13, 2024	/s/ Gerald Johnson (Gerald Johnson)	Director

Date	Signature	Title
December 13, 2024	/s/ Nazzic S. Keene (Nazzic S. Keene)	Director
December 13, 2024	/s/ David W. Maclennan (David W. Maclennan)	Director
December 13, 2024	/s/ Judith F. Marks (Judith F. Marks)	Director
December 13, 2024	/s/ Debra L. Reed-Klages (Debra L. Reed-Klages)	Director
December 13, 2024	/s/ Susan C. Schwab (Susan C. Schwab)	Director
December 13, 2024	/s/ Rayford Wilkins, Jr. (Rayford Wilkins, Jr.)	Director

	Exhibit No.			Description
	1.1*			Underwriting Agreement.
	4.1			Restated Certificate of Incorporation of Caterpillar Inc., effective January 29, 2021 (incorporated by reference from Exhibit 3.2 to Caterpillar’s Current Report on Form 8-K filed February 9, 2021).
	4.2			Bylaws of Caterpillar Inc., as amended and restated as of June 8, 2022 (incorporated by reference from Exhibit 3.1 to Caterpillar’s Current Report on Form 8-K filed June 14, 2022).
	4.3*			Form of Certificate of Designations for Preferred Stock.
	4.4			Indenture dated as of May 1, 1987, between the Registrant and The First National Bank of Chicago, as Trustee (incorporated by reference from Exhibit 4.1 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
	4.5			First Supplemental Indenture, dated as of June 1, 1989, between Caterpillar Inc. and The First National Bank of Chicago, as Trustee (incorporated by reference from Exhibit 4.2 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
	4.6			Appointment of Citibank, N.A. as Successor Trustee, dated October 1, 1991, under the Indenture, as supplemented, dated as of May 1, 1987 (incorporated by reference from Exhibit 4.3 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
	4.7			Second Supplemental Indenture, dated as of May 15, 1992, between Caterpillar Inc. and Citibank, N.A., as Successor Trustee (incorporated by reference from Exhibit 4.4 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
	4.8			Third Supplemental Indenture, dated as of December 16, 1996, between Caterpillar Inc. and Citibank, N.A., as Successor Trustee (incorporated by reference from Exhibit 4.5 to Form S-3 (Registration No. 333-22041) filed February 19, 1997).
	4.9			Tri-Party Agreement, dated as of November 2, 2006, between Caterpillar Inc., Citibank, N.A. and U.S. Bank National Association appointing U.S. Bank National Association as Successor Trustee under the Indenture dated as of May 1, 1987, as amended and supplemented (incorporated by reference from Exhibit 4.6 to Caterpillar’s Annual Report on Form 10-K filed February 23, 2007).
	4.10*			Form of Debt Security.
	4.11*			Form of Warrant Agreement (including Form of Warrant Certificate).
	4.12*			Form of Unit Agreement.
	5.1			Legal Opinion of Nicole M. Puza.
	23.1			Consent of PricewaterhouseCoopers LLP.
	23.2			Consent of Nicole M. Puza (included in Exhibit 5.1).
	24.1			Powers of Attorney (set forth on the signature page hereof).
	25.1			Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association.
	107.1			Filing fee table

	Very truly yours,


	/s/ Nicole M. Puza
	Nicole M. Puza
	Associate General Counsel

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Delaware	37-0602744
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	6/30/2024
Assets
Cash and Balances Due From	$	1,420,557
Depository Institutions
Securities		4,393
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		1,164
Intangible Assets		577,338
Other Assets		153,812
Total Assets	$	2,157,264

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		215,138
Total Liabilities	$	215,138

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		770,291
Minority Interest in Subsidiaries		0
Total Equity Capital	$	1,942,126

Total Liabilities and Equity Capital	$	2,157,264

	By:	/s/ Benjamin J. Krueger
		Benjamin J. Krueger
		Vice President