Bond Caterpillar Corp 4.3% ( US149123CD18 ) in USD

Caterpillar Corp

100 % ▲

United States

US149123CD18 ( in USD )

4.3% per year ( payment 2 times a year)

14/05/2044

Prospectus brochure of the bond Caterpillar Inc US149123CD18 en USD 4.3%, maturity 14/05/2044

2 000 USD

500 000 000 USD

149123CD1

A ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/11/2025 ( In 134 days )

Caterpillar Inc. is a leading global manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines, and diesel-electric locomotives.

The Bond issued by Caterpillar Corp ( United States ) , in USD, with the ISIN code US149123CD18, pays a coupon of 4.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/05/2044

The Bond issued by Caterpillar Corp ( United States ) , in USD, with the ISIN code US149123CD18, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Caterpillar Corp ( United States ) , in USD, with the ISIN code US149123CD18, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/18230/000104746914004645/a...
424B5 1 a2220087z424b5.htm 424B5
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Table of Contents
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-184729
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Proposed
Offering
Maximum
Amount of
Title of each Class of
Amount to be
Price Per
Aggregate
Registration
Securities to be Registered

Registered

Security

Offering Price

Fee(1)

3.40% Senior Notes due 2024 $1,000,000,000
99.983%
$999,830,000 $128,778.10

4.30% Senior Notes due 2044
$500,000,000
99.298%
$496,490,000
$63,947.91

4.75% Senior Notes due 2064
$500,000,000
99.676%
$498,380,000
$64,191.34

(1) This filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933 and relates to the Registration
Statement on Form S-3 (File No. 333-184729) filed by the registrant on November 2, 2012. The total registration fee is
$256,917.36.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 2, 2012)
$2,000,000,000
$1,000,000,000 3.40% Senior Notes due 2024
$500,000,000 4.30% Senior Notes due 2044
$500,000,000 4.75% Senior Notes due 2064
We are offering $1,000,000,000 aggregate principal amount of our 3.40% Senior Notes due 2024 (the "2024 notes"), $500,000,000 aggregate principal amount
of our 4.30% Senior Notes due 2044 (the "2044 notes") and $500,000,000 aggregate principal amount of our 4.75% Senior Notes due 2064 (the "2064 notes"
and, together with the 2024 notes and the 2044 notes, the "notes"). Interest on the notes is payable semi-annually on May 15 and November 15 of each year,
beginning on November 15, 2014. The 2024 notes wil mature on May 15, 2024, the 2044 notes wil mature on May 15, 2044, and the 2064 notes wil mature on
May 15, 2064. We may redeem the notes of any series at our option, at any time in whole or from time to time in part, at the redemption prices set forth under the
caption "Description of the Notes--Optional Redemption."
If a "tax event" (as defined below) occurs, we may redeem the 2064 notes in whole, but not in part, at our option, at a redemption price equal to 100% of the
principal amount of the 2064 notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date. See
"Description of the Notes--Tax Event Redemption of the 2064 Notes."
The notes wil be unsecured and wil rank senior to all of our existing and future subordinated debt and wil rank equal y in right of payment with our existing and
future unsecured senior debt. The notes wil be effectively subordinated to any secured debt we may have or incur in the future to the extent of the assets securing
such indebtedness. The notes wil be structurally subordinated to the debt and all other obligations of our subsidiaries.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Proceeds to us

Public offering price(1)

Underwriting discount

(before expenses)

Per 2024 note

99.983%
0.450%
99.533%
Total
$999,830,000
$4,500,000 $995,330,000

Per 2044 note

99.298%
0.875%
98.423%
Total
$496,490,000
$4,375,000 $492,115,000

Per 2064 note

99.676%
0.875%
98.801%
Total
$498,380,000
$4,375,000 $494,005,000

(1) Plus accrued interest, if any, from May 8, 2014.
The notes wil not be listed on any securities exchange. Currently, there are no public markets for the notes. The notes wil be issued only in registered form in
denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
The underwriters expect to deliver the notes for purchase on or about May 8, 2014 in book-entry form through the facilities of The Depository Trust Company and
its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V.
Joint Book-Running Managers
Barclays

BofA Merrill Lynch

J.P.
Morgan
Senior Co-Manager
Mitsubishi UFJ Securities
Co-Managers
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ANZ

BBVA
BNP

BNY Mellon Capital
Securities
PARIBAS
Markets, LLC
COMMERZBANK
Deutsche Bank

Goldman, Sachs & Co.
HSBC
Securities
ING
KBC Securities
Lloyds

RBC Capital
USA
Securities
Markets
Standard Chartered

TD Securities
The Williams Capital

US
Bank
Group, L.P.
Bancorp

Dated: May 5, 2014.
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Table of Contents
Prospectus Supplement

Page
About This Prospectus Supplement
S-i
Where You Can Find More Information
S-i
A Note On Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-9
Use of Proceeds
S-12
Ratio of Earnings to Fixed Charges
S-12
Capitalization
S-13
Description of the Notes
S-14
Material United States Federal Income Tax Consequences
S-21
Certain ERISA Considerations
S-26
Underwriting
S-28
Legal Matters
S-33
Experts
S-33
Prospectus

Page
About This Prospectus

1
The Company

2
Risk Factors

3
Forward-Looking Statements

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

4
General Description of Securities

5
Description of Debt Securities

5
Description of Capital Stock

11
Description of Common Stock

11
Description of Preferred Stock

11
Transfer Agent and Registrar

12
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Possible Anti-Takeover Provisions

12
Description of Warrants

13
Plan of Distribution

14
Legal Matters

16
Experts

16
Where You Can Find More Information

16
Incorporation of Certain Documents by Reference

16
We have not, and the underwriters have not, authorized anyone to provide any information other than that
contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free
writing prospectus we authorize that supplements this prospectus supplement. We take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may give you. You should not
assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any
date other than the date on the cover of the applicable document. We are only making an offer with respect to the
notes. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a
solicitation of an offer to buy by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in
which the person is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
S-i
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About This Prospectus Supplement
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of the
notes. The second part is the accompanying prospectus dated November 2, 2012, which we refer to as the "accompanying
prospectus." The accompanying prospectus contains a description of our debt securities and gives more general information,
some of which may not apply to the notes. You should read both this prospectus supplement and the accompanying
prospectus, together with the documents incorporated by reference and the additional information described below under the
heading "Where You Can Find More Information." If the information contained in this prospectus supplement differs in any way
from the information contained in the accompanying prospectus, you should rely on the information in this prospectus
supplement.
In this prospectus supplement and the accompanying prospectus, unless otherwise indicated, "we," "us," "our," "Caterpillar"
and "the company" refer to Caterpillar Inc. and its subsidiaries. Our executive offices are located at 100 NE Adams St.,
Peoria, Illinois, 61629, and our telephone number is (309) 675-1000. We maintain a website at www.caterpillar.com where
general information about us is available. We are not incorporating the contents of the website into this prospectus
supplement or the accompanying prospectus.
Where You Can Find More Information
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy any document that we file at the SEC's Public Reference Room of the SEC
at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov, from which interested
persons can electronically access the registration statement of which this prospectus supplement forms a part, including the
exhibits and schedules thereto, and our annual, quarterly and current reports, proxy statements and other information that we
file with the SEC.
The SEC al ows us to "incorporate by reference" the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this
prospectus supplement, and information that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than, in each case, documents or information
deemed to have been furnished and not filed in accordance with SEC rules), on or after the date of this prospectus
supplement until we sel all of the notes offered by this prospectus supplement and the accompanying prospectus:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2013;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2014; and
S-i
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(c) Definitive Proxy Statement on Schedule 14A for our 2014 Annual Meeting of Stockholders filed on April 21, 2014 (only
those parts incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2013).
We will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement and the
accompanying prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to
above which have been or may be incorporated by reference into this prospectus supplement, excluding exhibits to those
documents unless they are specifically incorporated by reference into those documents. You can request those documents in
writing or by telephone from Caterpillar as follows:
Caterpillar Inc.
Attention: Corporate Secretary
100 NE Adams Street
Peoria, Illinois 61629
Telephone: 309-675-1000
A Note On Forward-Looking Statements
Certain statements in this prospectus supplement and the accompanying prospectus, including the documents incorporated by
reference herein, relate to future events and expectations and are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as "believe," "estimate," "wil be," "will," "would," "expect,"
"anticipate," "plan," "project," "intend," "could," "should" or other similar words or expressions often identify forward-looking
statements. Al statements other than statements of historical fact are forward-looking statements, including, without
limitation, statements regarding our outlook, projections, forecasts or trend descriptions. These statements do not guarantee
future performance, and we do not undertake to update our forward-looking statements, whether as a result of new
information, future events or otherwise.
Our actual results may differ materially from those described or implied in our forward-looking statements based on a number
of factors, including, but not limited to: (i) global economic conditions and economic conditions in the industries and markets
we serve; (ii) government monetary or fiscal policies and infrastructure spending; (iii) commodity price changes, component
price increases, fluctuations in demand for our products or significant shortages of component products; (iv) disruptions or
volatility in global financial markets limiting our sources of liquidity or the liquidity of our customers, dealers and suppliers;
(v) political and economic risks, commercial instability and events beyond our control in the countries in which we operate;
(vi) failure to maintain our credit ratings and potential resulting increases to our cost of borrowing and adverse effects on our
cost of funds, liquidity, competitive position and access to capital markets; (vi ) our Financial Products segment's risks
associated with the financial services industry; (viii) changes in interest rates or market liquidity conditions; (ix) an increase in
delinquencies, repossessions or net losses of Cat Financial's customers; (x) new regulations or changes in financial services
regulations; (xi) a failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures or
divestitures; (xi ) international trade policies and their impact on demand for our products and our competitive position;
(xiii) our ability to develop, produce and market quality products that meet our customers' needs; (xiv) the impact of the highly
competitive environment in which we
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operate on our sales and pricing; (xv) failure to realize all of the anticipated benefits from initiatives to increase our
productivity, efficiency and cash flow and to reduce costs; (xvi) additional restructuring costs or a failure to realize anticipated
savings or benefits from past or future cost reduction actions; (xvi ) inventory management decisions and sourcing practices of
our dealers and our OEM customers; (xviii) compliance with environmental laws and regulation; (xix) alleged or actual
violations of trade or anti-corruption laws and regulations; (xx) additional tax expense or exposure; (xxi) currency fluctuations;
(xxii) our or Cat Financial's compliance with financial covenants; (xxiii) increased pension plan funding obligations; (xxiv) union
disputes or other employee relations issues; (xxv) significant legal proceedings, claims, lawsuits or investigations;
(xxvi) compliance requirements imposed if additional carbon emissions legislation and/or regulations are adopted;
(xxvii) changes in accounting standards; (xxviii) failure or breach of IT security; (xxix) adverse effects of unexpected events
including natural disasters; and (xxx) other factors described in more detail under "Item 1A. Risk Factors" in our Annual Report
on Form 10-K filed with the SEC on February 18, 2014 for the year ended December 31, 2013.
S-iv
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Summary
This summary highlights certain information about us and this offering of the notes. This summary does not contain all the
information that may be important to you. You should carefully read this entire prospectus supplement, the accompanying
prospectus and those documents incorporated by reference into this prospectus supplement and the accompanying
prospectus, including the risk factors and the financial statements and related notes incorporated by reference herein,
before making an investment decision.
Caterpillar Inc.
Overview
With 2013 sales and revenues of $55.656 billion, Caterpillar is the world's leading manufacturer of construction and mining
equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. The company principally
operates through its three product segments--Resource Industries, Construction Industries and Energy &
Transportation--and also provides financing and related services through its Financial Products segment. Caterpillar is also a
leading U.S. exporter. Through a global network of independent dealers and direct sales of certain products, Caterpillar builds
long-term relationships with customers around the world.
We have seven operating segments, of which four are reportable segments and are described below.
Our Construction Industries segment is primarily responsible for supporting customers using machinery in infrastructure and
building construction applications. The majority of machine sales in this segment are made in the heavy construction, general
construction, mining and quarry and aggregates markets.
The Resource Industries segment is primarily responsible for supporting customers using machinery in mine and quarry
applications. As a result of the acquisition of Bucyrus International, Inc. in July 2011, we are now able to offer mining
customers the broadest product range in the industry.
Our Energy & Transportation segment is primarily responsible for supporting customers using reciprocating engines,
turbines and related parts across industries serving electric power, industrial, petroleum and marine applications as wel as
rail-related businesses.
The business of our Financial Products segment is primarily conducted by Caterpillar Financial Services Corporation (Cat
Financial), a wholly owned finance subsidiary of Caterpillar. Cat Financial's primary business is to provide retail and wholesale
financing alternatives for Caterpillar products to customers and dealers around the world.
Information in our financial statements and related commentary are presented in the fol owing categories:
·
Machinery, Energy & Transportation represents the aggregate total of Construction Industries, Resource Industries,
Energy & Transportation and Al Other operating segments and related corporate items and eliminations.

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·
Financial Products primarily includes the company's Financial Products segment. This category includes Cat Financial,
Caterpillar Financial Insurance Services (Insurance Services) and their respective subsidiaries.
Our products are sold primarily under the brands "Caterpillar," "CAT," design versions of "CAT" and "Caterpillar," "Electro-
Motive," "FG Wilson," "MaK," "MWM," "Perkins," "Progress Rail," "SEM" and "Solar Turbines."
Corporate Information
Originally organized as Caterpillar Tractor Co. in 1925 in the State of California, our company was reorganized as
Caterpillar Inc. in 1986 in the State of Delaware. Our principal executive offices are located at 100 NE Adams Street, Peoria,
Illinois 61629. Our telephone number is (309) 675-1000. Our website is located at http://www.caterpillar.com. Information on
our website is not part of this prospectus supplement or the accompanying prospectus.

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