Obligation Caterpillar Financial Corp 2.95% ( XS1038727316 ) en CNY

Caterpillar Financial Corp

100 % ⇌

Etas-Unis

XS1038727316 ( en CNY )

2.95% par an ( paiement annuel )

03/03/2016 - Obligation échue

Prospectus brochure de l'obligation Caterpillar Financial Services Corp XS1038727316 en CNY 2.95%, échue

1 000 000 CNY

1 650 000 000 CNY

Caterpillar Financial Services Corp. est une filiale de Caterpillar Inc. qui offre une gamme de services financiers, notamment le financement d'équipements, le leasing, l'assurance et la gestion de flotte, principalement pour les clients de Caterpillar et les utilisateurs d'équipements lourds.

L'Obligation émise par Caterpillar Financial Corp ( Etas-Unis ) , en CNY, avec le code ISIN XS1038727316, paye un coupon de 2.95% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/03/2016

DRAFT

Caterpillar Financial Services Corporation
(A company incorporated in the State of Delaware)
Caterpillar International Finance DAC
(A company incorporated with limited liability in Ireland with registered number 241565)
Caterpillar Finance Kabushiki Kaisha
(A company incorporated in Japan)
Caterpillar Financial Services Limited
(A company incorporated in Province of Ontario, Canada)
5,000,000,000
Euro Medium Term Note Programme
With maturities of one month or longer unconditionally and irrevocably guaranteed in the case of
Notes issued by Caterpillar International Finance DAC, Caterpillar Finance Kabushiki Kaisha and
Caterpillar Financial Services Limited by Caterpillar Financial Services Corporation

On 17th December, 1997, Caterpillar Financial Services Corporation ("Cat Financial") and Caterpillar
International Finance DAC ("CIF") (previously Caterpillar International Finance Limited and originally
Caterpillar International Finance p.l.c.) established a Euro Medium Term Note Programme (the "Programme")
and issued an offering circular on that date describing the Programme. On 8th November, 2005, Caterpillar
Finance Kabushiki Kaisha ("CFC") (previously Caterpillar Finance Corporation) was added as an Issuer to the
Programme and on 15th March, 2013, Caterpillar Financial Services Limited ("CFS") was added as an Issuer to
the Programme. Any Notes (as defined below) issued under the Programme on or after the date of this offering
circular (the "Offering Circular") are issued subject to the provisions described herein, but this Offering Circular
does not affect the terms of any Notes issued prior to the date hereof.

Under the Programme, Cat Financial, CIF, CFC and CFS (each an "Issuer" and together the "Issuers") may from
time to time issue Euro Medium Term Notes unconditionally and irrevocably guaranteed by Cat Financial (in
such capacity, the "Guarantor") in respect of Notes issued by CIF, CFC and CFS. The Notes will have maturities
of one month or longer (or such minimum or maximum maturity as may be allowed or required from time to time
by the relevant central bank (or equivalent body however called) or any laws or regulations applicable to the
relevant currency) and, subject as set out herein, the maximum aggregate principal amount of all Notes from time
to time outstanding under the Programme will not exceed 5,000,000,000 (or its equivalent in other currencies
calculated as described in the Dealer Agreement described herein) subject to increase as described herein. The
Notes may be issued in bearer or registered form (respectively, "Bearer Notes" and "Registered Notes" and
together the "Notes"). Absent further clarification of relevant U.S. tax law, it is unlikely that Cat Financial and
CIF will issue Bearer Notes.

The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the
Programme" and any additional Dealer appointed under the Programme from time to time by the Issuers (each a
"Dealer" and together the "Dealers"), which appointment may be for a specific issue or on ongoing basis.
References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or
intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.

An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks,
see "Risk Factors".

The relevant Issuer may agree with any Dealer and the Fiscal Agent (as defined herein) that Notes may be issued
in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a drawdown offering
circular to this Offering Circular will be made available which will describe the effect of the agreement reached
in relation to such Notes.

This Offering Circular has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the "CSSF"), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation").
The CSSF only approves this Offering Circular as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an

endorsement of the Issuers or the Guarantor or of the quality of the Notes. Investors should make their own
assessment as to the suitability of investing in the Notes.

The CSSF gives no undertaking as to the economic and financial soundness of the transactions contemplated by
this Offering Circular or the quality or solvency of the Issuer in line with the provisions of Article 6(4) of the
Luxembourg law on prospectus securities dated 16th July, 2019 (the "Luxembourg Law"). Application has been
made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
Bourse de Luxembourg, which is the Luxembourg Stock Exchange's regulated market (the "Regulated Market")
and to be listed on the Official List of the Luxembourg Stock Exchange. Application has also been made to the
Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF Market") and to be listed on the Official List
of the Luxembourg Stock Exchange. This Offering Circular constitutes a prospectus for purposes of Part IV of
the Luxembourg Law, in respect of Exempt Notes and money market instruments to be admitted to trading on the
Euro MTF Market only. The CSSF has neither approved nor reviewed information contained in this
Offering Circular in connection with Notes to be admitted to trading on the Euro MTF Market.

This Offering Circular (as supplemented as at the relevant time, if applicable) is valid until 31 March,
2024, being 12 months from its date of approval in relation to the Notes which are to be admitted to
trading on a regulated market in the European Economic Area (the "EEA"). The obligation to supplement
this Offering Circular in the event of a significant new factor, material mistake or material inaccuracy
does not apply when this Offering Circular is no longer valid.

The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be
admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in
circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The
requirement to publish a prospectus under the Financial Services and Markets Act 2000 ("FSMA") only applies to
Notes which are admitted to trading on a UK regulated market as defined in Regulation (EU) No 600/2014 on
markets in financial instruments as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 ("EUWA") ("UK MiFIR") and/or offered to the public in the United Kingdom other than in
circumstances where an exemption is available under section 86 of the FSMA. References in this Offering
Circular to "Exempt Notes" are to Notes for which no prospectus is required to be published under the Prospectus
Regulation and FSMA. The CSSF has neither approved nor reviewed information contained in this Offering
Circular in connection with Exempt Notes (including the form of Pricing Supplement).

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and certain other information which is applicable to each Tranche (as defined herein) of Notes will (other
than in the case of Exempt Notes, as defined above) be set out in a final terms document (the "Final Terms"),
which will be filed with the CSSF.

Copies of Final Terms in relation to Notes to be listed on the Official List of the Luxembourg Stock Exchange
will also be published on the website of the Luxembourg Stock Exchange (www.luxse.com). In the case of
Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the
issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing
supplement document (the "Pricing Supplement").

References in this Offering Circular to notes being "listed" (and all related references) shall mean that such Notes
have been admitted to trading on the Regulated Market and have been listed on the Official List of the
Luxembourg Stock Exchange. The Regulated Market is a regulated market for the purposes of the Markets in
Financial Instruments Directive (Directive 2014/65/EU (as amended, "MiFID II")). The Programme provides that
Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or
markets as may be agreed between the relevant Issuer and the relevant Dealer(s). Each Issuer may also issue
unlisted Notes and/or Notes not admitted to trading on any market. The relevant Final Terms (as defined below)
in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg
Stock Exchange (or any other stock exchange).

Amounts payable on Floating Rate Notes will be calculated by reference to one of EURIBOR or CAD-BA-
CDOR as specified in the relevant Final Terms. As at the date of this Offering Circular, Refinitiv Benchmark
Services (UK) Limited (as the administrator of CAD-BA-CDOR) is not included in the register of administrators
maintained by the European Securities and Markets Authority ("ESMA") under Article 36 of Regulation (EU) No
2016/1011 (the "EU Benchmarks Regulation"). As far as the Issuers are aware, the transitional provisions in

2

Article 51 of the EU Benchmarks Regulation apply, such that Refinitiv Benchmark Services (UK) Limited (as the
administrator of CAD-BA-CDOR) is not currently required to obtain or benefit from recognition, endorsement or
equivalence under the EU Benchmarks Regulation. As at the date of this Offering Circular, the European Money
Markets Institute (as the administrator of EURIBOR) is included in ESMA's register of administrators under the
EU Benchmarks Regulation.

The Programme has been rated A by Standard & Poor's Financial Services LLC ("S&P") and (P)A2/(P)P-1 by
Moody's Investors Service, Inc. ("Moody's"). S&P and Moody's are not established in the European Union or the
United Kingdom or registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") or
Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the EUWA (the "UK CRA
Regulation"). However, S&P Global Ratings UK Limited, which is established in the United Kingdom and
registered under the UK CRA Regulation, has endorsed the global scale ratings assigned by Standard & Poor's
Financial Services LLC. S&P Global Ratings Europe Limited, which is established in the European Union and
registered under the CRA Regulation, has endorsed the global scale ratings assigned by Standard & Poor's
Financial Services LLC. Additionally, Moody's Investors Service Ltd., which is established in the United
Kingdom and registered under the UK CRA Regulation, has endorsed the global scale ratings assigned by its
respective non-UK entities, including Moody's. Moody's Deutschland Gmbh, which is established in the
European Union and registered under the CRA Regulation, has endorsed the global scale ratings assigned by its
respective non-EU entities, including Moody's. Notes issued under the Programme may be rated or unrated by
any one or more of the rating agencies referred to above.

S&P states that an obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's
capacity to meet its financial commitments on the obligation is still strong (source:
https://www.standardandpoors.com/en_US/web/guest/article/-/view/sourceId/504352). Moody's states that (i)
obligations rated A are judged to be upper-medium grade and are subject to low credit risk, and the modifier 2
indicates a mid-range ranking; (ii) ratings of Prime-1 reflect a superior ability to repay short-term obligations; and
(iii) MTN program ratings are intended to reflect the ratings likely to be assigned to drawdowns issued from the
program with the specified priority of claim (e.g. senior or subordinated), so to capture the contingent nature of a
program rating, Moody's assigns provisional ratings to MTN programs and a provisional rating is denoted by a
(P)
in
front
of
the
rating
(source:
https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004). Information in this paragraph
has been extracted from the respective websites of S&P and Moody's. Each of the Issuers confirms that such
information has been accurately reproduced and that, so far as they are aware, and are able to ascertain from
information published by S&P and Moody's, no facts have been omitted which would render the reproduced
information inaccurate or misleading.

Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the
case of Exempt Notes) and will not necessarily be the same as the rating assigned to the Programme by the
relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Arranger
Barclays

Dealers
Barclays
BofA Securities
Citigroup
J.P. Morgan
MUFG
Société Générale

Corporate & Investment Banking
TD Securities

Offering Circular dated 31 March, 2023.

3

IMPORTANT INFORMATION

This Offering Circular comprises four base prospectuses, one for each of the Issuers, in respect of all
Notes other than Exempt Notes issued under the Programme for the purposes of Article 8 of the
Prospectus Regulation. When used in this Offering Circular, "Prospectus Regulation" means
Regulation (EU) 2017/1129 and "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA.
The Issuers accept responsibility for the information contained in this Offering Circular and the Final
Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge and belief
of the Issuers (each having taken all reasonable care to ensure that such is the case), the information
contained in this Offering Circular is in accordance with the facts and does not omit anything likely to
affect the import of such information.
This Offering Circular is to be read in conjunction with all documents which are deemed to be
incorporated in it by reference (see "Documents Incorporated by Reference"). This Offering Circular
shall be read and construed on the basis that those documents are incorporated by reference and form
part of this Offering Circular.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Offering
Circular refers does not form part of this Offering Circular and has not been scrutinised or approved
by the CSSF.
No person is or has been authorised by the Issuers to give any information or to make any
representation not contained or not consistent with this Offering Circular or any information supplied
in connection with the Programme, the issue or sale of the Notes or the giving of the Guarantee (as
defined in Condition 3(b)) and, if given or made, such information or representation must not be
relied upon as having been authorised by any of the Issuers, or any of the Dealers or the Arranger (as
defined in "Overview of the Programme"). Neither the delivery of this Offering Circular nor any sale
made in connection herewith shall, under any circumstances, create any implication that the
information contained herein concerning the Issuers is correct at any time subsequent to the date
hereof or that any other information supplied in connection with the Programme is correct as of any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Neither the Notes nor the Guarantee have been or will be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or any U.S. state securities laws, and the Notes may not be
offered or sold in the United States or to, or for the account or benefit of, U.S. persons as defined in
Regulation S under the Securities Act ("Regulation S") unless an exemption from the registration
requirements of the Securities Act is available and in accordance with all applicable securities laws of
any state of the United States and any other jurisdiction. The Notes have also not been, and will not
be, qualified for sale under the securities laws of any province or territory of Canada and the Notes
may not be offered, sold or delivered, directly or indirectly, in Canada or to, or for the benefit of any
resident of Canada unless in accordance with all applicable Canadian provincial and/or territorial
securities laws, or an available exemption therefrom. See "Form of the Notes" for a description of the
manner in which Notes will be issued. The Notes are subject to certain restrictions on transfers (see
"Subscription and Sale").
The Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to
them by the U.S. Internal Revenue Code of 1986, as amended (the "Code") and the regulations
promulgated thereunder.
MiFID II product governance / target market The Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Exempt Notes) may include a legend entitled "MiFID II product
governance" which will outline the target market assessment in respect of the Notes and which

4

channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels. The Issuers make no representation or warranty as to
any manufacturer's or distributor's compliance with the MiFID Product Governance Rules.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MIFID Product Governance Rules.
UK MiFIR product governance / target market The Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Exempt Notes) may include a legend entitled "UK MiFIR product
governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect
of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates
will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as
modified or amended from time to time (the "SFA") Unless otherwise stated in the Final Terms
in relation to any Notes (or Pricing Supplement in respect of any Exempt Notes), all Notes issued or
to be issued under the Programme shall be prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
PRIIPs / IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes
(or Pricing Supplement, in the case of Exempt Notes) includes a legend entitled "Prohibition of Sales
to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU)
2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor
as defined in the Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS / IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any
Notes (or Pricing Supplement, in the case of Exempt Notes) includes a legend entitled "Prohibition of
Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the
United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions

5

of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part
of domestic law by virtue of the EUWA. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS OFFERING
CIRCULAR AND OFFERS OF NOTES GENERALLY
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted
by law in certain jurisdictions. The Issuers, the Arranger and the Dealers do not represent that this
Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuers, the Arranger or the Dealers which is
intended to permit a public offering of any Notes or distribution of this document in any jurisdiction
where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Offering Circular nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance
with any applicable laws and regulations. Persons into whose possession this Offering Circular or any
Notes may come must inform themselves about, and observe, any such restrictions on the distribution
of this Offering Circular and the offering and sale of Notes. In particular, there are restrictions on the
distribution of this Offering Circular and the offer or sale of Notes in the United States, the EEA
(including, for these purposes, Ireland and France), the United Kingdom, the Russian Federation, Hong
Kong, the People's Republic of China, Singapore, Japan and Canada (see "Subscription and Sale").

CERTAIN DEFINED TERMS AND CONVENTIONS
Capitalised terms which are used but not defined in any particular section of this Offering Circular
shall have the meaning attributed to them in "Terms and Conditions of the Notes" or any other section
of this Offering Circular.
In this Offering Circular, all references to:
(i)
"U.S. dollars", "U.S.$" and "$" are to United States dollars;
(ii)
"Yen" and "¥" are to the lawful currency of Japan;
(iii)
"Renminbi" and "CNY" are to the lawful currency of the People's Republic of China (the
"PRC"), excluding the Hong Kong Special Administrative Region ("Hong Kong"), the Macau
Special Administrative Region and Taiwan;
(iv)
"Sterling" and "£" are to pounds sterling;
(v)
"euro" and "" are to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the Functioning of the European
Union, as amended; and
(vi)
"Canadian dollars", "CAD" and "C$" are to the currency of Canada.
Certain figures and percentages included in this Offering Circular have been subject to rounding
adjustments; accordingly, figures shown in the same category presented in different tables may vary

6

slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the
figures which precede them.
In this Offering Circular, unless the contrary intention appears, a reference to a law or a provision of a
law is a reference to that law or provision as extended, amended or re-enacted.
SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Offering Circular or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have
on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's
currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any
relevant indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (1)
Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing
and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of
Notes under any applicable risk-based capital or similar rules.
The Notes issued by CFC are not, as part of the distribution by the Dealers at any time, to be offered
or sold to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax
purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual
non-resident of Japan or a non-Japanese corporation that in either case is a person having a special
relationship with CFC as described in Article 6, paragraph (4) of the Act on Special Measures
Concerning Taxation of Japan (Act No. 26 of 1957) (as amended) (the "Act on Special Measures
Concerning Taxation") (a "specially-related person of CFC"), or (ii) a Japanese financial institution,
as designated in Article 6 paragraph (11) of the Act on Special Measures Concerning Taxation.

BY SUBSCRIBING FOR THE NOTES ISSUED BY CFC, AN INVESTOR WILL BE
DEEMED TO HAVE REPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE
CATEGORY OF (i) OR (ii) ABOVE.
In addition, interest payment on the Notes issued by CFC will generally be subject to Japanese
withholding tax unless it is established that the Notes issued by CFC are held by or for the account of
a beneficial owner that is (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a
Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that
in either case is a specially-related person of CFC, (ii) a Japanese designated financial institution, as
described in Article 6, paragraph (11) of the Act on Special Measures Concerning Taxation which
complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public

7

corporation, a Japanese financial institution or a Japanese financial instruments business operator,
etc., described in Article 3-3, paragraph (6) of the Act on Special Measures Concerning Taxation
which complies with the requirement for tax exemption under that paragraph. For withholding tax
with respect to the Notes issued by CFC due and payable in Japan during the period beginning on 1st
January, 2013 and ending on 31st December, 2037, a special additional withholding tax is imposed.
See "Taxation Japan".
CFC will not, under this Programme, issue "Taxable Linked Securities", being securities of which the
amount of interest is to be calculated by reference to certain indexes (as prescribed by the Cabinet
Order (Cabinet Order No. 43 of 1957) (as amended) (the "Cabinet Order") under Article 6,
paragraph (4) of the Act on Special Measures Concerning Taxation) relating to CFC or a specially-
related person of CFC.
The Arranger and the Dealers have not separately verified the information contained in this Offering
Circular. Neither the Arranger nor any of the Dealers makes any representation, express or implied,
or accepts any responsibility or liability, with respect to the accuracy or completeness of any of the
information contained or incorporated by reference in this Offering Circular or any other information
provided by the Issuers in connection with the Programme. Neither this Offering Circular nor any
other information supplied in connection with the Programme or any Notes (a) is intended to provide
the basis of any credit or other evaluation or (b) should be considered as a recommendation by any
Issuer, the Arranger or the Dealers that any recipient of this Offering Circular or any other
information supplied in connection with the Programme or any Notes should purchase any Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Offering Circular or any other information supplied in connection with the
Programme or any Notes and its purchase of Notes should be based upon such investigation as it
deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or
affairs of any Issuer during the life of the arrangements contemplated by this Offering Circular, or to
advise any investor or potential investor in the Notes of any information coming to the attention of
any of the Arranger or the Dealers. Neither the Arranger nor any of the Dealers accepts any liability
in relation to the information contained or incorporated by reference in this Offering Circular or any
other information provided by the Issuers in connection with the Programme.
Certain of the Dealers have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions and may perform services for the Issuers and their respective
affiliates in the ordinary course of business.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at
a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if
begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.
According to the Prospectus Regulation, the CSSF is not competent to approve prospectuses for the
listing of money market instruments having a maturity upon issuance of less than 12 months and
complying with the definition of securities.

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TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................... 10
RISK FACTORS .................................................................................................................................... 17
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................... 35
FORM OF THE NOTES ........................................................................................................................ 37
FORM OF FINAL TERMS .................................................................................................................... 42
FORM OF PRICING SUPPLEMENT ................................................................................................... 55
TERMS AND CONDITIONS OF THE NOTES ................................................................................... 68
USE OF PROCEEDS ........................................................................................................................... 110
CATERPILLAR FINANCIAL SERVICES CORPORATION ........................................................... 111
CATERPILLAR INTERNATIONAL FINANCE DAC ...................................................................... 117
CATERPILLAR FINANCE KABUSHIKI KAISHA .......................................................................... 118
CATERPILLAR FINANCIAL SERVICES LIMITED ....................................................................... 119
TAXATION ......................................................................................................................................... 121
SUBSCRIPTION AND SALE ............................................................................................................. 146
GENERAL INFORMATION .............................................................................................................. 154

9

GENERAL DESCRIPTION OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Final Terms (or, in the case of Exempt Notes, the
applicable Pricing Supplement). Any Issuer, the Guarantor and any relevant Dealer may agree that
Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in which
event, in the case of Notes other than Exempt Notes, a new Offering Circular will be published.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980 (the "Delegated Regulation").
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" below
shall have the same meanings in this section Overview.

Issuers:
Caterpillar Financial Services Corporation
(Legal and commercial
Caterpillar International Finance DAC
names)
Caterpillar Finance Kabushiki Kaisha
Caterpillar Financial Services Limited

Issuers' Legal Entity
Caterpillar Financial Services Corporation:
Identifiers:
EDBQKYOPJUCJKLOJDE72
Caterpillar International Finance DAC:
8NUHUXWN9LG4XBGJ7O17
Caterpillar Finance Kabushiki Kaisha:
549300IZYK3206QECG76
Caterpillar Financial Services Limited:
549300LOZA43E2DYBP26
Issuers' website:
https://www.catfinancial.com/
Guarantor:
Caterpillar Financial Services Corporation, in respect of Notes issued
by Caterpillar International Finance DAC, Caterpillar Financial
Services Limited and Caterpillar Finance Kabushiki Kaisha.
Risk Factors:
There are certain factors that may affect each of the Issuer's ability to
fulfil its obligations under Notes issued under the Programme. There
are also certain factors that may affect the Guarantor's ability to fulfil
its obligations under the Guarantee. In addition, there are certain
factors which are material for the purpose of assessing the market
risks associated with Notes issued under the Programme and risks
relating to the structure of particular Series of Notes issued under the
Programme. All of these are set out under "Risk Factors".
Description:
Euro Medium Term Note Programme.
Size:
Up to 5,000,000,000 (or its equivalent in other currencies calculated
as described in the Dealer Agreement) aggregate principal amount of
Notes outstanding at any one time. The Issuers may increase the size
of the Programme in accordance with the terms of the Dealer
Agreement.
Arranger:
Barclays Bank PLC
Dealers:
Barclays Bank Ireland PLC
Barclays Bank PLC
BofA Securities Europe SA
Citigroup Global Markets Limited

10