This Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with our unaudited financial statements
and related notes included elsewhere in this report and our discussion of
significant risks to the company's business under Part I, Item 1A. Risk Factors
of the 2019 Form 10-K as supplemented by Part II, Item 1A. Risk Factors of this
report.

Overview


Total sales and revenues for the first quarter of 2020 were $10.635 billion, a
decrease of $2.831 billion, or 21 percent, compared with $13.466 billion in the
first quarter of 2019. The decline was due to lower sales volume driven by lower
end-user demand and the impact from changes in dealer inventories. Dealers
increased machine and engine inventories about $100 million during the first
quarter of 2020, compared with about $1.3 billion during the first quarter of
2019. The changes in dealer inventories came primarily in Construction
Industries, driven by North America, and Resource Industries. Sales were lower
across all regions and in the three primary segments. Unfavorable currency
impacts, unfavorable price realization and lower Financial Products revenues
also contributed to the decrease.
First-quarter 2020 profit per share was $1.98, a decrease of $1.27, or 39
percent, compared with $3.25 profit per share in the first quarter of 2019.
Profit per share in the first quarter of 2020 included a pre-tax remeasurement
gain of $254 million, or $0.38 per share, resulting from the settlement of a
non-U.S. pension obligation. Profit per share in the first quarter of 2019
included a discrete tax benefit related to U.S. tax reform of $178 million, or
$0.31 per share. Profit was $1.092 billion in the first quarter of 2020, a
decrease of $789 million, or 42 percent, compared with $1.881 billion in the
first quarter of 2019. The decrease was mostly due to lower sales volume. Higher
tax expense, unfavorable impacts from equity securities at Insurance Services
and foreign currency exchange gains (losses) were mostly offset by a
remeasurement gain resulting from the settlement of a non-U.S. pension
obligation, lower selling, general and administrative (SG&A) and research and
development (R&D) expenses as well as favorable manufacturing costs. Lower
SG&A/R&D expenses and manufacturing costs were primarily driven by reduced
short-term incentive compensation expense, a favorable change in fair value
adjustments related to deferred compensation plans and other cost-reduction
actions implemented in response to lower sales volumes.
Highlights for the first quarter of 2020 include:
•   First-quarter 2020 sales and revenues were $10.635 billion, compared with

$13.466 billion in the first quarter of 2019. Sales decreased across all

regions and in the three primary segments. The decline was due to lower sales

volume driven by lower end-user demand and the impact from changes in dealer

inventories. Dealers increased machine and engine inventories about $100

million during the first quarter of 2020, compared with about $1.3 billion

during the first quarter of 2019.

• Operating profit margin was 13.2 percent in the first quarter of 2020,

compared with 16.4 percent in the first quarter of 2019.

• Profit per share was $1.98 in the first quarter of 2020, compared with $3.25

in the first quarter of 2019. Profit per share in the first quarter of 2020

included a pre-tax remeasurement gain of $254 million, or $0.38 per share,

resulting from the settlement of a non-U.S. pension obligation. Profit per

share in the first quarter of 2019 included a discrete tax benefit related to

U.S. tax reform of $178 million, or $0.31 per share.

• During the first quarter of 2020, enterprise operating cash flow was $1.130

billion. Caterpillar has taken actions to improve its strong financial

position by increasing sources of liquidity. On a consolidated basis,

Caterpillar ended the first quarter with $7.1 billion of cash and available

global credit facilities of $10.5 billion. In April, Caterpillar raised $2.0

billion of incremental cash by issuing new 10- and 30-year bonds. In

addition, we entered into an incremental $3.9 billion short-term credit

facility and registered for $4.1 billion in commercial paper support programs

now available in the United States and Canada.




Response to COVID-19 and Global Business Conditions:
Operational Impacts
Caterpillar has implemented safeguards in its facilities to protect team
members, including increased frequency of cleaning and disinfecting facilities,
social distancing practices and other measures consistent with specific
regulatory requirements and guidance from health authorities.

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Many governments classified Caterpillar's operations as an essential activity
for support of critical infrastructure. Caterpillar has suspended operations
temporarily at certain facilities during the last several months due to supply
chain issues, weak customer demand or government regulations. As of mid-April
2020, globally and across the three primary segments, approximately 75 percent
of the company's primary production facilities continue to operate. Some
facilities that were temporarily closed have reopened. The company will continue
to monitor the situation and may suspend operations temporarily at additional
facilities if warranted by business conditions.
The company has taken actions to reduce costs, including reducing discretionary
expenses and suspending 2020 base salary increases and short-term incentive
compensation plans for many employees and all senior executives. Caterpillar is
prioritizing spending to allow continued investment in services and expanded
offerings, key elements of its strategy for profitable growth introduced in
2017.
Caterpillar's financial results for the remainder of 2020 will be impacted by
continued global economic uncertainty due to the COVID-19 pandemic. We expect
the impacts of the pandemic on our results to be more significant in the second
quarter than in the first quarter, and to continue until global economic
conditions improve.

Notes:

• Glossary of terms is included on pages 59 - 61; first occurrence of terms

shown in bold italics.

• Information on non-GAAP financial measures is included on page 66.


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Consolidated Results of Operations

THREE MONTHS ENDED MARCH 31, 2020 COMPARED WITH THREE MONTHS ENDED MARCH 31, 2019

CONSOLIDATED SALES AND REVENUES


               [[Image Removed: conssalesandrevenues1q2020a.jpg]]
The chart above graphically illustrates reasons for the change in consolidated
sales and revenues between the first quarter of 2019 (at left) and the first
quarter of 2020 (at right). Caterpillar management utilizes these charts
internally to visually communicate with the company's Board of Directors and
employees.
Total sales and revenues for the first quarter of 2020 were $10.635 billion, a
decrease of $2.831 billion, or 21 percent, compared with $13.466 billion in the
first quarter of 2019. The decline was due to lower sales volume driven by lower
end-user demand and the impact from changes in dealer inventories. Dealers
increased machine and engine inventories about $100 million during the first
quarter of 2020, compared with about $1.3 billion during the first quarter of
2019. The changes in dealer inventories came primarily in Construction
Industries, driven by North America, and in Resource Industries.
Sales were lower across all regions and in the three primary segments.
North America sales declined 25 percent driven by the impact from changes in
dealer inventories and lower end-user demand. Dealers increased inventories
during the first quarter of 2019 and dealer inventories were about flat during
the first quarter of 2020.
Sales decreased 22 percent in Latin America due to lower demand in most
countries across the region.
EAME sales decreased 7 percent due to lower demand in many countries and
unfavorable currency impacts. The unfavorable currency impacts were mostly due
to a weaker euro.
Asia/Pacific sales decreased 28 percent due to lower demand across most
countries in the region, including unfavorable changes in dealer inventories,
primarily in China. Dealers decreased inventories during the first quarter of
2020, compared with an increase during the first quarter of 2019. Decreases in
China reflected lower end-user demand mostly due to the COVID-19 pandemic.
Dealer machine and engine inventories increased about $100 million during the
first quarter of 2020, compared with an increase of about $1.3 billion during
the first quarter of 2019. Dealers are independent, and the reasons for changes
in their inventory levels vary, including their expectations of future demand
and product delivery times. Dealers' demand expectations take into account
seasonal changes, macroeconomic conditions, machine rental rates and other
factors. Delivery times can vary based on availability of product from
Caterpillar factories and product distribution centers. We expect dealer
inventories to decline by at least $1.5 billion during 2020.


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Sales and Revenues by Segment


                                  First         Sales          Price                                                    First           $           %
(Millions of dollars)          Quarter 2019     Volume      Realization     Currency       Inter-Segment / Other     Quarter 2020     Change      Change

Construction Industries        $    5,873     $ (1,418 )   $       (63 )   $     (59 )   $               (27 )       $    4,306     $ (1,567 )     (27 %)
Resource Industries                 2,752         (607 )           (21 )         (40 )                     -              2,084         (668 )     (24 %)
Energy & Transportation             5,210         (599 )            21           (37 )                  (246 )            4,349         (861 )     (17 %)
All Other Segment                     121           (9 )             -             -                      (3 )              109          (12 )     (10 %)
Corporate Items and                                 22               1            (1 )                   276               (934 )        298
Eliminations                       (1,232 )
Machinery, Energy &                                                                                                                                (22 %)
Transportation Sales               12,724       (2,611 )           (62 )        (137 )                     -              9,914       (2,810 )

Financial Products Segment            850            -               -             -                     (36 )              814          (36 )      (4 %)
Corporate Items and                  (108 )          -               -             -                      15                (93 )         15
Eliminations
Financial Products Revenues           742            -               -             -                     (21 )              721          (21 )      (3 %)

Consolidated Sales and         $   13,466     $ (2,611 )   $       (62 )   $    (137 )   $               (21 )       $   10,635     $ (2,831 )     (21 %)
Revenues


Sales and Revenues by Geographic Region




                             North America        Latin America             EAME             Asia/Pacific        External Sales and Revenues         Inter-Segment         Total Sales and Revenues
(Millions of dollars)          $       % Chg        $       % Chg        $       % Chg        $       % Chg            $                % Chg         $        % Chg            $              % Chg

First Quarter 2020 Construction Industries $ 2,085 (30 %) $ 265 (17 %) $ 889 (12 %) $ 1,073 (31 %) $ 4,312

            (26 %)   $    (6 )   (129 %)   $        4,306          (27 %)
Resource Industries            696     (27 %)       320     (24 %)       395     (16 %)       568     (29 %)            1,979            (25 %)       105        - %             2,084          (24 %)

Energy & Transportation 1,738 (19 %) 249 (25 %) 1,053 2 % 578 (19 %)

            3,618            (15 %)       731      (25 %)            4,349          (17 %)
All Other Segment                5     (38 %)         2       - %         11       - %         10     (44 %)               28            (24 %)        81       (4 %)              109          (10 %)
Corporate Items and
Eliminations                   (15 )                 (2 )                 (4 )                 (2 )                       (23 )                      (911 )                       (934 )

Machinery, Energy & Transportation Sales 4,509 (25 %) 834 (22 %) 2,344 (7 %) 2,227 (28 %)

            9,914            (22 %)         -        -               9,914          (22 %)

Financial Products Segment 525 (6 %) 70 - % 102 - % 117 (3 %)

              814      1      (4 %)         -        -                 814           (4 %)
Corporate Items and
Eliminations                   (54 )                (12 )                 (9 )                (18 )                       (93 )                         -                          (93 )

Financial


Products Revenues              471      (4 %)        58      (2 %)        93       - %         99      (2 %)              721             (3 %)         -        -                 721           (3 %)

Consolidated Sales and
Revenues                   $ 4,980     (24 %)   $   892     (21 %)   $ 2,437      (7 %)   $ 2,326     (27 %)   $       10,635            (21 %)   

$ - - $ 10,635 (21 %)



First Quarter 2019
Construction Industries    $ 2,965              $   319              $ 1,006              $ 1,562              $        5,852                     $    21               $        5,873
Resource Industries            951                  423                  468                  805                       2,647                         105                        2,752
Energy & Transportation      2,151                  332               

1,032                  718                       4,233                         977                        5,210
All Other Segment                8                    -                   11                   18                          37                          84                          121
Corporate Items and
Eliminations                   (41 )                  1                   (3 )                 (2 )                       (45 )                    (1,187 )                     (1,232 )
Machinery, Energy &
Transportation Sales         6,034                1,075                2,514                3,101                      12,724                           -                       12,724

Financial Products Segment     558                   70                  102                  120                         850      1                    -                          850
Corporate Items and
Eliminations                   (69 )                (11 )                 (9 )                (19 )                      (108 )                         -                         (108 )

Financial


Products Revenues              489                   59                   93                  101                         742                           -                          742

Consolidated Sales and
Revenues                   $ 6,523              $ 1,134              $ 2,607              $ 3,202              $       13,466                     $     -               $       13,466

1 Includes revenues from Machinery, Energy & Transportation of $105 million and $131 million in the first quarter of 2020 and 2019, respectively.


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CONSOLIDATED OPERATING PROFIT


                   [[Image Removed: consopprofit1q2020a.jpg]]
The chart above graphically illustrates reasons for the change in consolidated
operating profit between the first quarter of 2019 (at left) and the first
quarter of 2020 (at right). Caterpillar management utilizes these charts
internally to visually communicate with the company's Board of Directors and
employees. The bar titled Other includes consolidating adjustments and
Machinery, Energy & Transportation other operating (income) expenses.
Operating profit for the first quarter of 2020 was $1.404 billion, a decrease of
$803 million, or 36 percent, compared with $2.207 billion in the first quarter
of 2019. The decrease was mostly due to lower sales volume and unfavorable
currency impacts related to the Australian dollar, partially offset by lower
SG&A/R&D expenses as well as favorable manufacturing costs.
Lower SG&A/R&D expenses reflected reduced short-term incentive compensation
expense, a favorable change in fair value adjustments related to deferred
compensation plans and other cost-reduction actions implemented in response to
lower sales volumes.
Favorable manufacturing costs were primarily driven by lower period
manufacturing and material costs, partially offset by higher warranty expense.
Period manufacturing costs declined mostly due to a reduction in short-term
incentive compensation expense and other cost-reduction actions implemented in
response to lower sales volumes.
Short-term incentive compensation expense is directly related to financial and
operational performance, measured against targets set annually. In response to
the continued global economic uncertainty due to the COVID-19 pandemic,
Caterpillar suspended 2020 base salary increases and short-term incentive
compensation plans for many employees and all senior executives. As a result, no
short-term incentive compensation expense was recognized in the first quarter of
2020, compared with about $220 million in the first quarter of 2019.
Operating profit margin was 13.2 percent in the first quarter of 2020, compared
with 16.4 percent in the first quarter of 2019.

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Profit by Segment
                                                                                         $               %
(Millions of dollars)               First Quarter 2020      First Quarter 2019        Change           Change
Construction Industries            $             640       $           1,085       $      (445 )          (41 %)
Resource Industries                              304                     576              (272 )          (47 %)
Energy & Transportation                          602                     838              (236 )          (28 %)
All Other Segment                                  7                      25               (18 )          (72 %)
Corporate Items and Eliminations                (212 )                  (375 )             163
Machinery, Energy & Transportation             1,341                   2,149              (808 )          (38 %)

Financial Products Segment                       105                     211              (106 )          (50 %)
Corporate Items and Eliminations                  47                     (46 )              93
Financial Products                               152                     165               (13 )           (8 %)
Consolidating Adjustments                        (89 )                  (107 )              18
Consolidated Operating Profit      $           1,404       $           2,207       $      (803 )          (36 %)


Other Profit/Loss and Tax Items ? Interest expense excluding Financial Products in the first quarter of 2020

was $113 million, compared with $103 million in the first quarter of 2019.

The increase was due to higher average debt outstanding during the first


    quarter of 2020, compared with the first quarter of 2019.


?   Other income (expense) in the first quarter of 2020 was income of $222

million, compared with income of $160 million in the first quarter of 2019.

The change was primarily due to a $254 million remeasurement gain resulting

from the settlement of a non-U.S. pension obligation, partially offset by

unfavorable impacts from equity securities at Insurance Services and foreign

currency exchange gains (losses) primarily due to the Australian dollar and

Brazilian real. The unfavorable impact of equity securities was due to

unrealized losses in the first quarter of 2020, compared with unrealized

gains in the first quarter of 2019. The company experienced foreign currency

exchange net losses in the first quarter of 2020, compared with net gains in


    the first quarter of 2019.


?   The provision for income taxes for the first quarter of 2020 reflected a

higher estimated annual tax rate of 31 percent compared with 26 percent for

the first quarter of 2019, excluding the discrete items discussed below. The

increase in the estimated annual tax rate is primarily related to changes in

the expected geographic mix of profits from a tax perspective for 2020,

including the impact of U.S. tax on non-U.S. earnings as a result of U.S. tax

reform.




In the first quarter of 2020, a $43 million tax charge was recorded related to
the $254 million remeasurement gain resulting from the settlement of a non-U.S.
pension obligation. This gain and related tax were excluded from the estimated
annual tax rate as the future period remeasurement impacts cannot currently be
estimated. In addition, a discrete tax benefit of $8 million was recorded in the
first quarter of 2020, compared with $23 million in the first quarter of 2019,
for the settlement of stock-based compensation awards with associated tax
deductions in excess of cumulative U.S. GAAP compensation expense. During the
first quarter of 2019, a $178 million discrete tax benefit was also recorded to
adjust previously unrecognized tax benefits as a result of receipt of additional
guidance related to the calculation of the mandatory deemed repatriation of
non-U.S. earnings.
Construction Industries
Construction Industries' total sales were $4.306 billion in the first quarter of
2020, a decrease of $1.567 billion, or 27 percent, compared with $5.873 billion
in the first quarter of 2019. The decrease was due to lower sales volume, driven
by lower end-user demand and the impact from changes in dealer inventories.
Dealers increased inventories significantly more during the first quarter of
2019 than in the first quarter of 2020.
?      In North America, sales decreased due to lower demand driven by the impact

from changes in dealer inventories and lower end-user demand. Dealers

increased inventories more during the first quarter of 2019 than in the

first quarter of 2020. The lower end-user demand was driven primarily by

non-residential and pipeline construction.

? Sales declined in Latin America primarily due to the impact from changes


       in dealer inventories and unfavorable currency impacts from a weaker
       Brazilian real. Dealers decreased inventories more during the first
       quarter of 2020 than in the first quarter of 2019.

? In EAME, the sales decrease was primarily due to lower end-user demand

across most of the region and unfavorable currency impacts from a weaker


       euro.



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? Sales declined in Asia/Pacific due to lower end-user demand across most of

the region, primarily in China. Decreases in China reflected lower

end-user demand mostly due to COVID-19 pandemic-related impacts.

Construction Industries' profit was $640 million in the first quarter of 2020, a
decrease of $445 million, or 41 percent, compared with $1.085 billion in the
first quarter of 2019. The decrease was mainly due to lower sales volume,
partially offset by lower manufacturing costs. Favorable manufacturing costs
were primarily due to lower period manufacturing and material costs, partially
offset by higher warranty expense. Lower period manufacturing costs reflected a
reduction in short-term incentive compensation expense and targeted
cost-reduction actions implemented in response to lower sales volumes.
Construction Industries' profit as a percent of total sales was 14.9 percent in
the first quarter of 2020, compared with 18.5 percent in the first quarter of
2019.
Resource Industries
Resource Industries' total sales were $2.084 billion in the first quarter of
2020, a decrease of $668 million, or 24 percent, compared with $2.752 billion in
the first quarter of 2019. The decrease was due to lower sales volume, driven by
changes in dealer inventories and lower end-user demand. Dealers increased
inventories during the first quarter of 2019, compared with a decrease during
the first quarter of 2020. Mining equipment sales were lower due to weakness in
certain commodities. In addition, demand decreased for equipment supporting
non-residential construction and quarry and aggregates.
Resource Industries' profit was $304 million in the first quarter of 2020, a
decrease of $272 million, or 47 percent, compared with $576 million in the first
quarter of 2019. The decrease was mainly due to lower sales volume.
Manufacturing costs were about flat as the unfavorable impact of cost absorption
and higher warranty expense were more than offset by lower period manufacturing
costs, freight expense and material costs. Cost absorption was unfavorable as
inventory increased more in the first quarter of 2019 than in the first quarter
of 2020. Lower period manufacturing costs were primarily due to lower short-term
incentive compensation expense and the favorable impact of restructuring and
other cost-reduction actions.
Resource Industries' profit as a percent of total sales was 14.6 percent in the
first quarter of 2020, compared with 20.9 percent in the first quarter of 2019.
Energy & Transportation
Sales by Application
(Millions of dollars)                                                    $          %
                         First Quarter 2020     First Quarter 2019     Change     Change
Oil and Gas             $               861    $             1,131    $ (270 )     (24 %)
Power Generation                        854                  1,036      (182 )     (18 %)
Industrial                              801                    904      (103 )     (11 %)
Transportation                        1,102                  1,162       (60 )      (5 %)
External Sales                        3,618                  4,233      (615 )     (15 %)
Inter-segment                           731                    977      (246 )     (25 %)
Total Sales             $             4,349    $             5,210    $ (861 )     (17 %)




Energy & Transportation's total sales were $4.349 billion in the first quarter
of 2020, a decrease of $861 million, or 17 percent, compared with $5.210 billion
in the first quarter of 2019. Sales declined across all applications and
inter-segment engine sales.
?      Oil and Gas - Sales were lower mainly in North America. The sales decline
       was largely due to lower demand for reciprocating engines used in gas
       compression and well servicing.


?      Power Generation - Sales decreased primarily due to lower sales in
       Asia/Pacific and North America for both reciprocating engines and
       turbine-related projects.

? Industrial - Sales decreased due to lower demand across all regions.

? Transportation - Sales declined in both rail and marine applications.




Energy & Transportation's profit was $602 million in the first quarter of 2020,
a decrease of $236 million, or 28 percent, compared with $838 million in the
first quarter of 2019. The decrease was mostly due to lower sales volume. The
decline was partially offset by lower SG&A/R&D expenses and manufacturing costs,
both of which were mostly impacted by a reduction in short-term incentive
compensation expense and other cost-reduction actions implemented in response to
lower sales volumes.

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Energy & Transportation's profit as a percent of total sales was 13.8 percent in
the first quarter of 2020, compared with 16.1 percent in the first quarter of
2019.
Financial Products Segment
Financial Products' segment revenues were $814 million in the first quarter of
2020, a decrease of $36 million, or 4 percent, from the first quarter of 2019.
The decrease was primarily due to lower average earning assets in North America.
Financial Products' segment profit was $105 million in the first quarter of
2020, compared with $211 million in the first quarter of 2019. Most of the
decrease was due to an unfavorable impact from equity securities in Insurance
Services. Additionally, Cat Financial experienced lower average earning assets.
These unfavorable impacts were partially offset by a reduction in SG&A expenses
due to lower short-term incentive compensation expense.
At the end of the first quarter of 2020, past dues at Cat Financial were 4.13
percent, compared with 3.61 percent at the end of the first quarter of 2019. The
increase was primarily due to North America, Asia/Pacific and Mining, partially
offset by a decrease in Caterpillar Power Finance. Write-offs, net of
recoveries, were $30 million for the first quarter of both 2020 and 2019. As of
March 31, 2020, Cat Financial's allowance for credit losses totaled $457
million, or 1.69 percent of finance receivables, compared with $424 million, or
1.50 percent of finance receivables, at December 31, 2019. The increase in
allowance for credit losses was driven by the forecast of deteriorating economic
conditions from the COVID-19 pandemic.
Corporate Items and Eliminations
Expense for corporate items and eliminations was $165 million in the first
quarter of 2020, a decrease of $256 million from the first quarter of 2019,
primarily due to a favorable change in fair value adjustments related to
deferred compensation plans and segment reporting methodology differences.

RESTRUCTURING COSTS



Restructuring costs for the three months ended March 31, 2020 and 2019 were as
follows:


(Millions of dollars)                                              Three Months Ended March 31
                                                                 2020                    2019
Employee separations 1                                      $          11        $               15
Contract terminations 1                                                 1                         -
Long-lived asset impairments 1                                          9                         7
Other 2                                                                16                        26
Total restructuring costs                                   $          37        $               48

1 Recognized in Other operating (income) expenses.
2 Represents costs related to our restructuring programs, primarily for inventory write-downs,
equipment relocation, building demolition and project management, all of which are primarily included
in Cost of goods sold.




For the three months ended March 31, 2020, the restructuring costs were
primarily related to a strategic action to address a certain product line, which
were partially offset by a gain on the sale of a manufacturing facility that had
been closed. For the three months ended March 31, 2019, the restructuring costs
were primarily related to ongoing facility closures across the company.

Certain restructuring costs are a reconciling item between Segment profit and Consolidated profit before taxes.

The following table summarizes the 2019 and 2020 employee separation activity:


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(Millions of dollars)
Liability balance at December 31, 2018      $ 85
Increase in liability (separation charges)    48
Reduction in liability (payments)            (85 )
Liability balance at December 31, 2019        48
Increase in liability (separation charges)    11
Reduction in liability (payments)            (16 )

Liability balance at March 31, 2020 $ 43






Most of the liability balance at March 31, 2020 is expected to be paid in 2020
and 2021.
We expect to incur about $300 - $400 million of restructuring costs in 2020,
about half for restructuring actions across the company and the remainder for
strategic actions to address a small number of products. We expect that prior
restructuring actions will result in an incremental benefit to operating costs,
primarily Cost of goods sold and SG&A expenses of about $200 million in 2020
compared with 2019.

GLOSSARY OF TERMS 1. All Other Segment - Primarily includes activities such as: business strategy;

product management and development; manufacturing and sourcing of filters and

fluids, undercarriage, ground engaging tools, fluid transfer products,

precision seals, rubber sealing and connecting components primarily for Cat®

products; parts distribution; integrated logistics solutions; distribution

services responsible for dealer development and administration, including a

wholly owned dealer in Japan; dealer portfolio management and ensuring the

most efficient and effective distribution of machines, engines and parts;

brand management and marketing strategy; and digital investments for new


    customer and dealer solutions that integrate data analytics with
    state-of-the-art digital technologies while transforming the buying
    experience.

2. Consolidating Adjustments - Elimination of transactions between Machinery,

Energy & Transportation and Financial Products.

3. Construction Industries - A segment primarily responsible for supporting

customers using machinery in infrastructure and building construction

applications. Responsibilities include business strategy, product design,

product management and development, manufacturing, marketing and sales and

product support. The product portfolio includes asphalt pavers; backhoe

loaders; compactors; cold planers; compact track and multi-terrain loaders;

mini, small, medium and large track excavators; motor graders; pipelayers;

road reclaimers; skid steer loaders; telehandlers; small and medium

track-type tractors; track-type loaders; utility vehicles; wheel excavators;

compact, small and medium wheel loaders; and related parts and work tools.

4. Corporate Items and Eliminations - Includes corporate-level expenses, timing

differences (as some expenses are reported in segment profit on a cash

basis), methodology differences between segment and consolidated external


    reporting, certain restructuring costs, and inter-segment eliminations.


5.  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 only includes the impact on sales and operating profit for

the Machinery, Energy & Transportation lines of business; 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 (hedging) and the net effect of changes in foreign currency

exchange rates on our foreign currency assets and liabilities for

consolidated results (translation).

6. EAME - A 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.



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8. Energy & Transportation - A segment primarily responsible for supporting

customers using reciprocating engines, turbines, diesel-electric locomotives

and related parts across industries serving Oil and Gas, Power Generation,

Industrial and Transportation applications, including marine- and

rail-related businesses. Responsibilities include business strategy, product

design, product management and development, manufacturing, marketing and

sales, and product support of the following product portfolio: turbine

machinery and integrated systems and solutions and turbine-related services,

reciprocating engine-powered generator sets, integrated systems used in the

electric power generation industry, reciprocating engines and integrated

systems and solutions for the marine and oil and gas industries, and

reciprocating engines supplied to the industrial industry as well as Cat

machinery. Responsibilities also include the remanufacturing of Caterpillar

engines and components and remanufacturing services for other companies; the

business strategy, product design, product management and development,

manufacturing, remanufacturing, leasing and service of diesel-electric

locomotives and components and other rail-related products and services; and

product support of on-highway vocational trucks for North America.

9. Financial Products Segment - Provides financing alternatives to customers and

dealers around the world for Caterpillar products, as well as financing for

vehicles, power generation facilities and marine vessels that, in most cases,

incorporate Caterpillar products. Financing plans include operating and

finance leases, installment sale contracts, working capital loans and

wholesale financing plans. The segment also provides insurance and risk

management products and services that help customers and dealers manage their

business risk. Insurance and risk management products offered include

physical damage insurance, inventory protection plans, extended service

coverage for machines and engines, and dealer property and casualty

insurance. The various forms of financing, insurance and risk management

products offered to customers and dealers help support the purchase and lease

of Caterpillar equipment. The segment also earns revenues from ME&T, but the

related costs are not allocated to operating segments. Financial Products'

segment profit is determined on a pretax basis and includes other

income/expense items.

10. Latin America - A geographic region including Central and South American

countries and Mexico.

11. Machinery, Energy & Transportation (ME&T) - Represents the aggregate total of

Construction Industries, Resource Industries, Energy & Transportation, All

Other Segment and related corporate items and eliminations with Financial

Products accounted for on the equity basis.

12. Machinery, Energy & Transportation Other Operating (Income) Expenses -

Comprised primarily of gains/losses on disposal of long-lived assets,

gains/losses on divestitures and legal settlements, and accruals.

13. 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.

14. Price Realization - The impact of net price changes excluding currency and

new product introductions. Price realization includes geographic mix of

sales, which is the impact of changes in the relative weighting of sales

prices between geographic regions.

15. Resource Industries - A segment primarily responsible for supporting

customers using machinery in mining, heavy construction, quarry and

aggregates, waste and material handling applications. Responsibilities

include business strategy, product design, product management and

development, manufacturing, marketing and sales, and product support. The

product portfolio includes large track-type tractors, large mining trucks,

hard rock vehicles, longwall miners, electric rope shovels, draglines,

hydraulic shovels, rotary drills, large wheel loaders, off-highway trucks,

articulated trucks, wheel tractor scrapers, wheel dozers, landfill

compactors, soil compactors, select work tools, machinery components,

electronics and control systems, and related parts. In addition to equipment,

Resource Industries also develops and sells technology products and services

to provide customers fleet management, equipment management analytics and

autonomous machine capabilities. Resource Industries also manages areas that

provide services to other parts of the company, including integrated

manufacturing and research and development.

16. Restructuring Costs - May include costs for employee separation, long-lived

asset impairments and contract terminations. These costs are included in

Other operating (income) expenses except for defined-benefit plan curtailment

losses and special termination benefits, which are included in Other income

(expense). Restructuring costs also include other exit-related costs, which

may consist of accelerated depreciation, inventory write-downs, building


    demolition, equipment relocation and project management costs and LIFO
    inventory decrement benefits from inventory liquidations at closed
    facilities, all of which are primarily included in Cost of goods sold.



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17. Sales Volume - With respect to sales and revenues, sales volume represents

the impact of changes in the quantities sold for Machinery, Energy &

Transportation as well as the incremental sales impact of new product

introductions, including emissions-related product updates. With respect to

operating profit, sales volume represents the impact of changes in the

quantities sold for Machinery, Energy & Transportation combined with product

mix as well as the net operating profit impact of new product introductions,

including emissions-related product updates. Product mix represents the net

operating profit impact of changes in the relative weighting of Machinery,

Energy & Transportation sales with respect to total sales. The impact of

sales volume on segment profit includes inter-segment sales.

18. Services - Enterprise services include, but are not limited to, aftermarket

parts, Financial Products revenues and other service-related revenues.

Machinery, Energy & Transportation segments exclude most Financial Products


    revenues.



LIQUIDITY AND CAPITAL RESOURCES

Sources of funds



We generate significant capital resources from operating activities, which are
the primary source of funding for our ME&T operations. Funding for these
businesses is also available from commercial paper and long-term debt issuances.
Financial Products' operations are funded primarily from commercial paper, term
debt issuances and collections from its existing portfolio. Despite lower volume
in most of the industries we serve, we had positive operating cash flow in the
first quarter of 2020 within both our ME&T and Financial Products' operations.
On a consolidated basis, we ended the first three months of 2020 with $7.12
billion of cash, a decrease of $1.16 billion from year-end 2019. We intend to
maintain a strong cash and liquidity position.
Consolidated operating cash flow for the first three months of 2020 was $1.13
billion, about flat with the same period last year. Items favorably impacting
cash flow included lower payments for short-term incentive compensation and
reduced working capital requirements. Favorable changes in receivables and
inventory were partially offset by unfavorable changes in accounts payable and
accrued expenses. Mostly offsetting these favorable changes was lower profit
adjusted for non-cash items, including lower accruals for short-term incentive
compensation and postemployment benefits. Higher taxes paid during the first
three months of 2020 compared to the same period last year also unfavorably
impacted cash flow.
Total debt as of March 31, 2020 was $37.09 billion, a decrease of $564 million
from year-end 2019. Debt related to Financial Products decreased $543 million,
primarily due to lower portfolio funding requirements. Debt related to ME&T
decreased $21 million in the first three months of 2020.
As of March 31, 2020, we had three global credit facilities with a syndicate of
banks totaling $10.50 billion (Credit Facility) available in the aggregate to
both Caterpillar and Cat Financial for general liquidity purposes. Based on
management's allocation decision, which can be revised from time to time, the
portion of the Credit Facility available to ME&T as of March 31, 2020 was $2.75
billion. Information on our Credit Facility is as follows:
•      The 364-day facility of $3.15 billion (of which $0.82 billion is available

to ME&T) expires in September 2020.

• The three-year facility, as amended and restated in September of 2019, of

$2.73 billion (of which $0.72 billion is available to ME&T) expires in
       September 2022.

• The five-year facility, as amended and restated in September of 2019, of

$4.62 billion (of which $1.21 billion is available to ME&T) expires in
       September 2024.


At March 31, 2020, Caterpillar's consolidated net worth was $14.25 billion,
which was above the $9.00 billion required under the Credit Facility. The
consolidated net worth is defined as the consolidated shareholders' equity
including preferred stock but excluding the pension and other postretirement
benefits balance within Accumulated other comprehensive income (loss).
At March 31, 2020, Cat Financial's covenant interest coverage ratio was 1.78 to
1. This is above the 1.15 to 1 minimum ratio calculated as (1) profit excluding
income taxes, interest expense and net gain/(loss) from interest rate
derivatives to (2) interest expense calculated at the end of each calendar
quarter for the rolling four quarter period then most recently ended, required
by the Credit Facility.
In addition, at March 31, 2020, Cat Financial's six-month covenant leverage
ratio was 7.29 to 1. This is below the maximum ratio of debt to net worth of 10
to 1, calculated (1) on a monthly basis as the average of the leverage ratios
determined on the last day of each of the six preceding calendar months and
(2) at each December 31, required by the Credit Facility.

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In the event Caterpillar or Cat Financial does not meet one or more of their
respective financial covenants under the Credit Facility in the future (and are
unable to obtain a consent or waiver), the syndicate of banks may terminate the
commitments allocated to the party that does not meet its
covenants. Additionally, in such event, certain of Cat Financial's other lenders
under other loan agreements where similar financial covenants or cross default
provisions are applicable may, at their election, choose to pursue remedies
under those loan agreements, including accelerating the repayment of outstanding
borrowings. At March 31, 2020, there were no borrowings under the Credit
Facility.
Our total credit commitments and available credit as of March 31, 2020 were:
                                                    March 31, 2020
                                                       Machinery,
(Millions of dollars)                                   Energy &         Financial
                                    Consolidated     Transportation       Products
Credit lines available:
Global credit facilities           $     10,500     $          2,751    $    7,749
Other external                            4,335                  167         4,168
Total credit lines available             14,835                2,918        11,917
Less: Commercial paper outstanding       (4,060 )                  -        (4,060 )
Less: Utilized credit                      (854 )                  -          (854 )
Available credit                   $      9,921     $          2,918    $    7,003



The other external consolidated credit lines with banks as of March 31, 2020
totaled $4.34 billion. These committed and uncommitted credit lines, which may
be eligible for renewal at various future dates or have no specified expiration
date, are used primarily by our subsidiaries for local funding requirements.
Caterpillar or Cat Financial may guarantee subsidiary borrowings under these
lines.
Since the outbreak of the COVID-19 global pandemic, Caterpillar has taken
actions to maintain our strong financial position and increase liquidity. In
April 2020, we raised $2.0 billion of incremental cash by issuing $800 million
in ten-year bonds at 2.6 percent and $1.2 billion in 30-year bonds at 3.25
percent. In addition, we entered into an incremental $3.9 billion short-term
credit facility that expires on December 31, 2020 and also registered for $4.1
billion in commercial paper support programs now available in the United States
and Canada. The Company has not made any drawings under any of the above
mentioned credit facilities nor does it have any outstanding borrowings under
either commercial paper support program as of the date of this filing.
We receive debt ratings from the major credit rating agencies. Moody's currently
rates our debt as "low-A", while Fitch and S&P maintain a "mid-A" debt rating.
To date, this split rating has not had a material impact on our borrowing costs
or our overall financial health. However, a downgrade of our credit ratings by
any of the major credit rating agencies would result in increased borrowing
costs and could make access to certain credit markets more difficult. In the
event economic conditions deteriorate such that access to debt markets becomes
unavailable, ME&T's operations would rely on cash flow from operations, use of
existing cash balances, borrowings from Cat Financial and access to our
committed credit facilities. Our Financial Products' operations would rely on
cash flow from its existing portfolio, existing cash balances, access to our
committed credit facilities and other credit line facilities of Cat Financial,
commercial paper support facilities sponsored by the U.S. Federal Reserve and
the Bank of Canada, and potential borrowings from Caterpillar. In addition, we
maintain a support agreement with Cat Financial, which requires Caterpillar to
remain the sole owner of Cat Financial and may, under certain circumstances,
require Caterpillar to make payments to Cat Financial should Cat Financial fail
to maintain certain financial ratios.

Machinery, Energy & Transportation
Net cash provided by operating activities was $318 million in the first three
months of 2020, compared with $860 million for the same period in 2019. The
decrease was primarily due to lower profit adjusted for non-cash items,
including lower accruals for short-term incentive compensation and
postemployment benefits. Higher taxes paid during the first three months of 2020
compared to the same period last year also unfavorably impacted cash flow.
Partially offsetting these unfavorable changes were lower payments for
short-term incentive compensation.
Net cash provided by investing activities in the first three months of 2020 was
$324 million, compared with net cash used of $226 million in the first three
months of 2019. The change was primarily due to decreased ME&T lending with
Financial Products.
Net cash used for financing activities during the first three months of 2020 was
$1.63 billion, compared with net cash used of $1.25 billion in the same period
of 2019. In the first three months of 2020, we repurchased $1.04 billion of
Caterpillar common stock, an increase of $292 million compared to the first
three months of 2019. Additionally, dividends paid increased $73 million in the
first three months of 2020 compared to the same period last year.

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While our short-term priorities for the use of cash may vary from time to time
as business needs and conditions dictate, our long-term cash deployment strategy
is focused on the following priorities. Our top priority is to maintain a strong
financial position in support of a mid-A rating. Next, we intend to fund
operational requirements and commitments. Then, we intend to fund priorities
that profitably grow the company and return capital to shareholders through
dividend growth and share repurchases. Additional information on cash deployment
is as follows:

Strong financial position - Our top priority is to maintain a strong financial
position in support of a mid-A rating. We track a diverse group of financial
metrics that focus on liquidity, leverage, cash flow and margins which align
with our cash deployment actions and the various methodologies used by the major
credit rating agencies.
Operational excellence and commitments - Capital expenditures were $302 million
during the first three months of 2020, compared to $297 million for the same
period in 2019. We expect ME&T's capital expenditures in 2020 to be about $1.0
billion. We made $98 million of contributions to our pension and other
postretirement benefit plans during the first three months of 2020. We currently
anticipate full-year 2020 contributions of approximately $280 million. In
comparison, we made $119 million of contributions to our pension and other
postretirement benefit plans during the first three months of 2019.
Fund strategic growth initiatives and return capital to shareholders - We intend
to utilize our liquidity and debt capacity to fund targeted investments that
drive long-term profitable growth focused in the areas of expanded offerings and
services, including acquisitions.
As part of our capital allocation strategy, ME&T free cash flow is a liquidity
measure we use to determine the cash generated and available for financing
activities including debt repayments, dividends and share repurchases. We define
ME&T free cash flow as cash from ME&T operations excluding discretionary pension
and other postretirement benefit plan contributions less capital expenditures. A
goal of our capital allocation strategy is to return substantially all ME&T free
cash flow to shareholders in the form of dividends and share repurchases, while
maintaining our mid-A rating.
Our share repurchase plans are subject to the company's cash deployment
priorities and are evaluated on an ongoing basis considering the financial
condition of the company and the economic outlook, corporate cash flow, the
company's liquidity needs, and the health and stability of global credit
markets. The timing and amount of future repurchases may vary depending on
market conditions and investing priorities. In July 2018, the Board of Directors
approved an authorization to repurchase up to $10 billion of Caterpillar common
stock (the 2018 Authorization) effective January 1, 2019, with no expiration. In
the first three months of 2020, we repurchased $1.04 billion of Caterpillar
common stock, with $4.91 billion remaining under the 2018 Authorization as of
March 31, 2020. Our basic shares outstanding as of March 31, 2020 were
approximately 542 million. Due to current economic uncertainty, we have
temporarily suspended our share repurchase program. The existing share
repurchase program remains authorized by the Board, and we may resume share
repurchases in the future at any time depending upon market conditions, our
capital needs and other factors.
Each quarter, our Board of Directors reviews the company's dividend for the
applicable quarter. The Board evaluates the financial condition of the company
and considers the economic outlook, corporate cash flow, the company's liquidity
needs, and the health and stability of global credit markets to determine
whether to maintain or change the quarterly dividend. In April 2020, the Board
of Directors approved maintaining our quarterly dividend representing $1.03 per
share and we continue to expect our strong financial position to support the
dividend. Dividends paid totaled $567 million in the first three months of 2020.

Financial Products
Financial Products operating cash flow was $431 million in the first three
months of 2020, compared with $350 million for the same period a year ago. Net
cash provided by investing activities was $444 million for the first three
months of 2020, compared with net cash provided of $19 million for the same
period in 2019. The change was primarily due to the impact of net intercompany
purchased receivables and higher collections of finance receivables, partially
offset by higher additions to finance receivables. Net cash used for financing
activities was $968 million for the first three months of 2020, compared with
net cash used of $489 million for the same period in 2019. The change was
primarily due to lower portfolio funding requirements.

RECENT ACCOUNTING PRONOUNCEMENTS

For a discussion of recent accounting pronouncements, see Part I, Item 1. Note 2 - "New accounting guidance."




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CRITICAL ACCOUNTING POLICIES



For a discussion of the company's critical accounting policies, see Part II,
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations in our 2019 Annual Report on Form 10-K. The following critical
accounting policy has been revised since our 2019 Annual Report on Form 10-K:

Allowance for credit losses - The allowance for credit losses is management's
estimate of losses inherent in our finance receivable portfolio calculated using
loss forecast models that take into consideration historical credit loss
experience, current economic conditions and forecasts and scenarios that capture
country and industry-specific economic factors. In addition, qualitative factors
not able to be fully captured in our loss forecast models, including
borrower-specific and Company-specific macro-economic factors, are considered in
the evaluation of the adequacy of our allowance for credit losses. These
qualitative factors are subjective and require a degree of management judgment.

The allowance for credit losses is measured on a collective (pool) basis when
similar risk characteristics exist and on an individual basis when it is
determined that similar risk characteristics do not exist. Finance receivables
are identified for individual evaluation based on past-due status and
information available about the customer, such as financial statements, news
reports and published credit ratings, as well as general information regarding
industry trends and the economic environment in which our customers operate. The
allowance for credit losses attributable to finance receivables that are
individually evaluated is based on the present value of expected future cash
flows discounted at the receivables' effective interest rate, the fair value of
the collateral for collateral-dependent receivables or the observable market
price of the receivable. In determining collateral value, we estimate the
current fair market value of the collateral less selling costs. We also consider
credit enhancements such as additional collateral and contractual third-party
guarantees.

While management believes it has exercised prudent judgment and applied
reasonable assumptions, there can be no assurance that in the future, changes in
economic conditions or other factors would not cause changes in the financial
health of our customers. If the financial health of our customers deteriorates,
the timing and level of payments received could be impacted and therefore, could
result in a change to our estimated losses.

OTHER MATTERS

Environmental and Legal Matters



The Company is regulated by federal, state and international environmental laws
governing its use, transport and disposal of substances and control of
emissions. In addition to governing our manufacturing and other operations,
these laws often impact the development of our products, including, but not
limited to, required compliance with air emissions standards applicable to
internal combustion engines. We have made, and will continue to make,
significant research and development and capital expenditures to comply with
these emissions standards.

We are engaged in remedial activities at a number of locations, often with other
companies, pursuant to federal and state laws. When it is probable we will pay
remedial costs at a site, and those costs can be reasonably estimated, the
investigation, remediation, and operating and maintenance costs are accrued
against our earnings. Costs are accrued based on consideration of currently
available data and information with respect to each individual site, including
available technologies, current applicable laws and regulations, and prior
remediation experience. Where no amount within a range of estimates is more
likely, we accrue the minimum. Where multiple potentially responsible parties
are involved, we consider our proportionate share of the probable costs. In
formulating the estimate of probable costs, we do not consider amounts expected
to be recovered from insurance companies or others. We reassess these accrued
amounts on a quarterly basis. The amount recorded for environmental remediation
is not material and is included in Accrued expenses. We believe there is no more
than a remote chance that a material amount for remedial activities at any
individual site, or at all the sites in the aggregate, will be required.

On January 27, 2020, the Brazilian Federal Environmental Agency ("IBAMA") issued
Caterpillar Brasil Ltda a notice of violation regarding allegations around the
requirements for use of imported oils at the Piracicaba, Brazil facility. We
have instituted processes to address the allegations. While we are still
discussing resolution of these allegations with IBAMA, the initial notice from
IBAMA included a proposed fine of approximately $370,000. We do not expect this
fine or our response to address the allegations to have a material adverse
effect on the Company's consolidated results of operations, financial position
or liquidity.


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On January 7, 2015, the Company received a grand jury subpoena from the U.S.
District Court for the Central District of Illinois. The subpoena requested
documents and information from the Company relating to, among other things,
financial information concerning U.S. and non-U.S. Caterpillar subsidiaries
(including undistributed profits of non-U.S. subsidiaries and the movement of
cash among U.S. and non-U.S. subsidiaries). The Company has received additional
subpoenas relating to this investigation requesting additional documents and
information relating to, among other things, the purchase and resale of
replacement parts by Caterpillar Inc. and non-U.S. Caterpillar subsidiaries,
dividend distributions of certain non-U.S. Caterpillar subsidiaries, and
Caterpillar SARL (CSARL) and related structures. On March 2-3, 2017, agents with
the Department of Commerce, the Federal Deposit Insurance Corporation and the
Internal Revenue Service executed search and seizure warrants at three
facilities of the Company in the Peoria, Illinois area, including its former
corporate headquarters. The warrants identify, and agents seized, documents and
information related to, among other things, the export of products from the
United States, the movement of products between the United States and
Switzerland, the relationship between Caterpillar Inc. and CSARL, and sales
outside the United States. It is the Company's understanding that the warrants,
which concern both tax and export activities, are related to the ongoing grand
jury investigation. The Company is continuing to cooperate with this
investigation. The Company is unable to predict the outcome or reasonably
estimate any potential loss; however, we currently believe that this matter will
not have a material adverse effect on the Company's consolidated results of
operations, financial position or liquidity.

On March 20, 2014, Brazil's Administrative Council for Economic Defense (CADE)
published a Technical Opinion which named 18 companies and over 100 individuals
as defendants, including two subsidiaries of Caterpillar Inc., MGE -
Equipamentos e Serviços Ferroviários Ltda. (MGE) and Caterpillar Brasil Ltda.
The publication of the Technical Opinion opened CADE's official administrative
investigation into allegations that the defendants participated in
anticompetitive bid activity for the construction and maintenance of metro and
train networks in Brazil. While companies cannot be held criminally liable for
anticompetitive conduct in Brazil, criminal charges have been brought against
one current employee of MGE and two former employees of MGE involving the same
conduct alleged by CADE. On July 8, 2019, CADE found MGE, one of its current
employees and two of its former employees liable for anticompetitive conduct.
CBL was dismissed from the proceeding without any finding of liability. MGE
intends to appeal CADE's findings. We currently believe that this matter will
not have a material adverse effect on the Company's consolidated results of
operations, financial position or liquidity.

In addition, we are involved in other unresolved legal actions that arise in the
normal course of business. The most prevalent of these unresolved actions
involve disputes related to product design, manufacture and performance
liability (including claimed asbestos exposure), contracts, employment issues,
environmental matters, intellectual property rights, taxes (other than income
taxes) and securities laws. The aggregate range of reasonably possible losses in
excess of accrued liabilities, if any, associated with these unresolved legal
actions is not material. In some cases, we cannot reasonably estimate a range of
loss because there is insufficient information regarding the matter. However, we
believe there is no more than a remote chance that any liability arising from
these matters would be material. Although it is not possible to predict with
certainty the outcome of these unresolved legal actions, we believe that these
actions will not individually or in the aggregate have a material adverse effect
on our consolidated results of operations, financial position or liquidity.

Order Backlog



At the end of the first quarter of 2020, the dollar amount of backlog believed
to be firm was approximately $14.1 billion, about $400 million higher than the
fourth quarter of 2019. The increase was in Energy & Transportation and Resource
Industries, while Construction Industries was about flat. Of the total backlog
at March 31, 2020, approximately $4.0 billion was not expected to be filled in
the following twelve months.

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NON-GAAP FINANCIAL MEASURES



The following definitions are provided for the non-GAAP financial measures used
in this report. 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
for these items to be considered in isolation or as a substitute for the related
GAAP measures.

We believe it is important to separately quantify the profit impact of two
significant items in order for our results to be meaningful to our readers.
These items consist of (i) a remeasurement gain resulting from the settlement of
a non-U.S. pension obligation in the first quarter of 2020 and (ii) a discrete
tax benefit related to U.S. tax reform in the first quarter of 2019. We do not
consider these items indicative of earnings from ongoing business activities and
believe the non-GAAP measure provides investors with useful perspective on
underlying business results and trends and aids with assessing our
period-over-period results. In addition, we provide a calculation of ME&T free
cash flow as we believe it is an important measure for investors to determine
the cash generation available for financing activities including debt
repayments, dividends and share repurchases.

Reconciliations of adjusted profit per share to the most directly comparable GAAP measure, profit per share - diluted are as follows:



                                                                 Three Months Ended March 31
                                                                   2020               2019
Profit per share - diluted                                    $       1.98       $       3.25
Per share remeasurement gain of a non-US pension obligation 1 $      (0.38 )     $          -
Per share U.S. tax reform impact                              $          -       $      (0.31 )
Adjusted profit per share                                     $       1.60       $       2.94
1 At statutory tax rates.



Reconciliations of ME&T free cash flow to the most directly comparable GAAP measure, net cash provided by operating activities are as follows:



(Millions of dollars)                                                 Three 

Months Ended March 31


                                                                     2020                       2019
ME&T net cash provided by operating activities 1            $           318               $           860
ME&T capital expenditures                                   $          (302 )             $          (297 )
ME&T free cash flow                                         $            16               $           563

1 See reconciliation of ME&T net cash provided by operating activities to consolidated net cash provided by operating activities on pages 72-73.







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Supplemental Consolidating Data

We are providing supplemental consolidating data for the purpose of additional analysis. The data has been grouped as follows:

Consolidated - Caterpillar Inc. and its subsidiaries.



Machinery, Energy & Transportation - Caterpillar defines Machinery, Energy &
Transportation as it is presented in the supplemental data as Caterpillar Inc.
and its subsidiaries with Financial Products accounted for on the equity basis.
Machinery, Energy & Transportation information relates to the design,
manufacturing 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.

Financial Products - Our finance and insurance subsidiaries, primarily Cat Financial and Insurance Services.

Consolidating Adjustments - Eliminations of transactions between Machinery, Energy & Transportation and Financial Products.

Pages 68 to 73 reconcile Machinery, Energy & Transportation with Financial Products on the equity basis to Caterpillar Inc. consolidated financial information.


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Caterpillar Inc.
                  Supplemental Data for Results of Operations
                   For the Three Months Ended March 31, 2020
                                  (Unaudited)
                             (Millions of dollars)
                                                                        

Supplemental Consolidating Data


                                                                Machinery,
                                                                 Energy &            Financial        Consolidating
                                           Consolidated      Transportation 1        Products          Adjustments
Sales and revenues:
Sales of Machinery, Energy &
Transportation                            $       9,914     $          9,914       $        -       $            -
Revenues of Financial Products                      721                    -              830                 (109 )   2
Total sales and revenues                         10,635                9,914              830                 (109 )

Operating costs:
Cost of goods sold                                7,266                7,267                -                   (1 )   3
Selling, general and administrative
expenses                                          1,121                  940              182                   (1 )   3
Research and development expenses                   356                  356                -                    -
Interest expense of Financial Products              175                    -              176                   (1 )   4
Other operating (income) expenses                   313                   10              320                  (17 )   3
Total operating costs                             9,231                8,573              678                  (20 )

Operating profit                                  1,404                1,341              152                  (89 )

Interest expense excluding Financial
Products                                            113                  112                -                    1     4
Other income (expense)                              222                  179              (47 )                 90     5

Consolidated profit before taxes                  1,513                1,408              105                    -

Provision (benefit) for income taxes                425                  397               28                    -
Profit of consolidated companies                  1,088                1,011               77                    -

Equity in profit (loss) of unconsolidated
affiliated companies                                  5                    5                -                    -
Equity in profit of Financial Products'
subsidiaries                                          -                   73                -                  (73 )   6

Profit of consolidated and affiliated
companies                                         1,093                1,089               77                  (73 )

Less: Profit (loss) attributable to
noncontrolling interests                              1                   (3 )              4                    -

Profit 7                                  $       1,092     $          1,092       $       73       $          (73 )


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, Energy &

Transportation.

3 Elimination of net expenses recorded by Machinery, Energy & Transportation

paid to Financial Products.

4 Elimination of interest expense recorded between Financial Products and

Machinery, Energy & Transportation.

5 Elimination of discount recorded by Machinery, Energy & Transportation on

receivables sold to Financial Products and of interest earned between

Machinery, Energy & Transportation and Financial Products.

6 Elimination of Financial Products' profit due to equity method of accounting.

7 Profit attributable to common shareholders.

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Caterpillar Inc.
                  Supplemental Data for Results of Operations
                   For the Three Months Ended March 31, 2019
                                  (Unaudited)
                             (Millions of dollars)
                                                                       

Supplemental Consolidating Data


                                                                 Machinery,
                                                                  Energy &            Financial      Consolidating
                                            Consolidated     

Transportation 1 Products Adjustments Sales and revenues: Sales of Machinery, Energy &

$       12,724     $         12,724       $         -     $           -

Transportation


Revenues of Financial Products                       742                    -               870              (128 ) 2
Total sales and revenues                          13,466               12,724               870              (128 )

Operating costs:
Cost of goods sold                                 9,003                9,003                 -                 -
Selling, general and administrative                1,319                1,127               192
expenses                                                                                                        -
Research and development expenses                    435                  435                 -                 -
Interest expense of Financial Products               190                    -               200               (10 ) 4
Other operating (income) expenses                    312                   10               313               (11 ) 3
Total operating costs                             11,259               10,575               705               (21 )

Operating profit                                   2,207                2,149               165              (107 )

Interest expense excluding Financial                 103                  110                 -
Products                                                                                                       (7 ) 4
Other income (expense)                               160                   19                41               100   5

Consolidated profit before taxes                   2,264                2,058               206                 -

Provision (benefit) for income taxes                 387                  335                52                 -
Profit of consolidated companies                   1,877                1,723               154                 -

Equity in profit (loss) of unconsolidated              7                    7                 -                 -
affiliated companies
Equity in profit of Financial Products'                -                  148                 -
subsidiaries                                                                                                 (148 ) 6

Profit of consolidated and affiliated              1,884                1,878               154              (148 )

companies



Less: Profit (loss) attributable to                    3                   (3 )               6                 -
noncontrolling interests

Profit 7                                  $        1,881     $          1,881       $       148     $        (148 )

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, Energy &

Transportation.

3 Elimination of net expenses recorded by Machinery, Energy & Transportation

paid to Financial Products.

4 Elimination of interest expense recorded between Financial Products and

Machinery, Energy & Transportation.

5 Elimination of discount recorded by Machinery, Energy & Transportation on

receivables sold to Financial Products and of interest earned between

Machinery, Energy & Transportation and Financial Products.

6 Elimination of Financial Products' profit due to equity method of accounting.

7 Profit attributable to common shareholders.

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Caterpillar Inc.
                    Supplemental Data for Financial Position
                               At March 31, 2020
                                  (Unaudited)
                             (Millions of dollars)
                                                                

Supplemental Consolidating Data


                                                           Machinery,
                                                            Energy &          Financial      Consolidating
                                       Consolidated     Transportation 1       Products       Adjustments
Assets
Current assets:
Cash and short-term investments       $      7,123     $         6,251       $      872     $           -
Receivables - trade and other                7,834               2,722              482             4,630   2,3
Receivables - finance                        9,120                   -           13,886            (4,766 ) 3
Prepaid expenses and other current
assets                                       1,761               1,237              555               (31 ) 4
Inventories                                 11,748              11,748                -                 -
Total current assets                        37,586              21,958           15,795              (167 )

Property, plant and equipment - net         12,488               8,385            4,103                 -
Long-term receivables - trade and
other                                        1,196                 268              266               662   2,3
Long-term receivables - finance             12,021                   -           12,694              (673 ) 3
Investments in Financial Products
subsidiaries                                     -               3,999                -            (3,999 ) 5
Noncurrent deferred and refundable
income taxes                                 1,426               1,975               96              (645 ) 6
Intangible assets                            1,478               1,478                -                 -
Goodwill                                     6,140               6,140                -                 -
Other assets                                 3,559               2,048            1,610               (99 ) 7
Total assets                          $     75,894     $        46,251       $   34,564     $      (4,921 )

Liabilities
Current liabilities:
Short-term borrowings                 $      4,789     $             -       $    4,789     $           -
Short-term borrowings with
consolidated companies                           -                   -                -                 -
Accounts payable                             5,769               5,672              233              (136 ) 9
Accrued expenses                             3,776               3,426              350                 -
Accrued wages, salaries and employee
benefits                                       878                 862               16                 -
Customer advances                            1,295               1,295                -                 -
Dividends payable                                -                   -                -                 -
Other current liabilities                    2,074               1,500              626               (52 ) 6,10
Long-term debt due within one year           7,935                 143            7,792                 -
Total current liabilities                   26,516              12,898           13,806              (188 )

Long-term debt due after one year           24,369               9,009           15,371               (11 ) 8
Liability for postemployment benefits        6,333               6,332                1                 -
Other liabilities                            4,437               3,773            1,387              (723 ) 6
Total liabilities                           61,655              32,012           30,565              (922 )
Commitments and contingencies
Shareholders' equity
Common stock                                 6,046               6,046              919              (919 ) 5
Treasury stock                             (25,341 )           (25,341 )              -                 -
Profit employed in the business             35,504              35,504            4,057            (4,057 ) 5
Accumulated other comprehensive
income (loss)                               (2,012 )            (2,012 )         (1,152 )           1,152   5
Noncontrolling interests                        42                  42              175              (175 ) 5
Total shareholders' equity                  14,239              14,239            3,999            (3,999 )
Total liabilities and shareholders'
equity                                $     75,894     $        46,251       $   34,564     $      (4,921 )

1 Represents Caterpillar Inc. and its subsidiaries with Financial Products

accounted for on the equity basis.

2 Elimination of receivables between Machinery, Energy & Transportation and

Financial Products.

3 Reclassification of Machinery, Energy & Transportation's trade receivables

purchased by Financial Products and Financial Products' wholesale inventory

receivables.

4 Elimination of Machinery, Energy & Transportation's insurance premiums that

are prepaid to Financial Products.

5 Elimination of Financial Products' equity which is accounted for by Machinery,


   Energy & Transportation on the equity basis.


6  Reclassification reflecting required netting of deferred tax assets /
   liabilities by taxing jurisdiction.


7  Elimination of other intercompany assets between Machinery, Energy &
   Transportation and Financial Products.

8 Elimination of debt between Machinery, Energy & Transportation and Financial

Products.

9 Elimination of payables between Machinery, Energy & Transportation and

Financial Products.

10 Elimination of prepaid insurance in Financial Products' other liabilities.

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Caterpillar Inc.
                    Supplemental Data for Financial Position
                              At December 31, 2019
                                  (Unaudited)
                             (Millions of dollars)
                                                                  

Supplemental Consolidating Data


                                                             Machinery,
                                                              Energy &          Financial     Consolidating
                                         Consolidated     Transportation 1      Products       Adjustments
Assets
Current assets:
Cash and short-term investments         $      8,284     $         7,299       $     985     $           -
Receivables - trade and other                  8,568               3,737             451             4,380   2,3
Receivables - finance                          9,336                   -          14,489            (5,153 ) 3
Prepaid expenses and other current
assets                                         1,739               1,290             529               (80 ) 4
Inventories                                   11,266              11,266               -                 -
Total current assets                          39,193              23,592          16,454              (853 )

Property, plant and equipment - net           12,904               8,606           4,298                 -
Long-term receivables - trade and other        1,193                 348             152               693   2,3
Long-term receivables - finance               12,651                   -          13,354              (703 ) 3
Investments in Financial Products
subsidiaries                                       -               4,260               -            (4,260 ) 5
Noncurrent deferred and refundable
income taxes                                   1,411               2,002             117              (708 ) 6
Intangible assets                              1,565               1,565               -                 -
Goodwill                                       6,196               6,196               -                 -
Other assets                                   3,340               1,868           1,572              (100 ) 7
Total assets                            $     78,453     $        48,437       $  35,947     $      (5,931 )

Liabilities


Current liabilities:
Short-term borrowings                   $      5,166     $             5       $   5,161     $           -
Short-term borrowings with consolidated
companies                                          -                   -             600              (600 ) 8
Accounts payable                               5,957               5,918             212              (173 ) 9
Accrued expenses                               3,750               3,415             335                 -
Accrued wages, salaries and employee
benefits                                       1,629               1,580              49                 -
Customer advances                              1,187               1,187               -                 -
Dividends payable                                567                 567               -                 -
Other current liabilities                      2,155               1,689             566              (100 ) 6,10
Long-term debt due within one year             6,210                  16           6,194                 -
Total current liabilities                     26,621              14,377          13,117              (873 )

Long-term debt due after one year             26,281               9,151          17,140               (10 ) 8
Liability for postemployment benefits          6,599               6,599               -                 -
Other liabilities                              4,323               3,681           1,430              (788 ) 6
Total liabilities                             63,824              33,808          31,687            (1,671 )
Commitments and contingencies
Shareholders' equity
Common stock                                   5,935               5,935             919              (919 ) 5
Treasury stock                               (24,217 )           (24,217 )             -                 -
Profit employed in the business               34,437              34,437           3,997            (3,997 ) 5
Accumulated other comprehensive income
(loss)                                        (1,567 )            (1,567 )          (828 )             828   5
Noncontrolling interests                          41                  41             172              (172 ) 5
Total shareholders' equity                    14,629              14,629           4,260            (4,260 )
Total liabilities and shareholders'
equity                                  $     78,453     $        48,437       $  35,947     $      (5,931 )



1  Represents Caterpillar Inc. and its subsidiaries with Financial Products
   accounted for on the equity basis.

2 Elimination of receivables between Machinery, Energy & Transportation and

Financial Products.

3 Reclassification of Machinery, Energy & Transportation's trade receivables

purchased by Financial Products and Financial Products' wholesale inventory

receivables.

4 Elimination of Machinery, Energy & Transportation's insurance premiums that

are prepaid to Financial Products.

5 Elimination of Financial Products' equity which is accounted for by Machinery,


   Energy & Transportation on the equity basis.


6  Reclassification reflecting required netting of deferred tax assets /
   liabilities by taxing jurisdiction.


7  Elimination of other intercompany assets between Machinery, Energy &
   Transportation and Financial Products.

8 Elimination of debt between Machinery, Energy & Transportation and Financial

Products.

9 Elimination of payables between Machinery, Energy & Transportation and

Financial Products.

10 Elimination of prepaid insurance in Financial Products' other liabilities.

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Caterpillar Inc.
                        Supplemental Data for Cash Flow
                   For the Three Months Ended March 31, 2020
                                  (Unaudited)
                             (Millions of dollars)
                                                                    

Supplemental Consolidating Data


                                                             Machinery,
                                                              Energy &            Financial       Consolidating
                                         Consolidated     Transportation 1        Products         Adjustments
Cash flow from operating activities:
Profit of consolidated and affiliated
companies                               $      1,093     $          1,089       $       77       $        (73 )   2
Adjustments for non-cash items:
Depreciation and amortization                    614                  402              212                  -
Undistributed profit of Financial
Products                                           -                  (73 )              -                 73     3
Gain on remeasurement of a non-U.S.
pension obligation                              (254 )               (254 )              -                  -
Provision (benefit) for deferred income
taxes                                             20                   75              (55 )                -
Other                                            534                  249              170                115     4
Changes in assets and liabilities, net
of acquisitions and divestitures:
Receivables - trade and other                    500                  328              (56 )              228     4, 5
Inventories                                     (541 )               (538 )              -                 (3 )   4
Accounts payable                                  90                    2               51                 37     4
Accrued expenses                                 (97 )               (105 )              8                  -
Accrued wages, salaries and employee
benefits                                        (722 )               (689 )            (33 )                -
Customer advances                                116                  116                -                  -
Other assets - net                               (50 )                 15              (16 )              (49 )   4
Other liabilities - net                         (173 )               (299 )             73                 53     4
Net cash provided by (used for)
operating activities                           1,130                  318              431                381

Cash flow from investing activities:
Capital expenditures - excluding
equipment leased to others                      (305 )               (304 )             (1 )                -
Expenditures for equipment leased to
others                                          (243 )                  2             (249 )                4     4
Proceeds from disposals of leased
assets and property, plant and
equipment                                        216                   61              156                 (1 )   4
Additions to finance receivables              (2,953 )                  -           (3,213 )              260     5
Collections of finance receivables             3,153                    -            3,421               (268 )   5
Net intercompany purchased receivables             -                    -              376               (376 )   5
Proceeds from sale of finance
receivables                                       31                    -               31                  -
Net intercompany borrowings                        -                  599                1               (600 )   6
Investments and acquisitions (net of
cash acquired)                                   (35 )                (35 )              -                  -
Proceeds from sale of securities                  68                    6               62                  -
Investments in securities                       (180 )                 (5 )           (175 )                -
Other - net                                       35                    -               35                  -
Net cash provided by (used for)
investing activities                            (213 )                324              444               (981 )

Cash flow from financing activities:
Dividends paid                                  (567 )               (567 )              -                  -
Common stock issued, including treasury
shares reissued                                  (23 )                (23 )              -                  -
Common shares repurchased                     (1,043 )             (1,043 )              -                  -
Net intercompany borrowings                        -                   (1 )           (599 )              600     6
Proceeds from debt issued (original
maturities greater than three months)          2,141                   15            2,126                  -
Payments on debt (original maturities
greater than three months)                    (2,466 )                 (6 )         (2,460 )                -
Short-term borrowings - net (original
maturities three months or less)                 (40 )                 (5 )            (35 )                -
Other - net                                       (1 )                 (1 )              -                  -
Net cash provided by (used for)
financing activities                          (1,999 )             (1,631 )           (968 )              600
Effect of exchange rate changes on cash          (80 )                (59 )            (21 )                -
Increase (decrease) in cash and
short-term investments and restricted
cash                                          (1,162 )             (1,048 )           (114 )                -
Cash and short-term investments and
restricted cash at beginning of period         8,292                7,302              990                  -
Cash and short-term investments and
restricted cash at end of period        $      7,130     $          6,254   

$ 876 $ -

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 Elimination of 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 Financial Products' cash flow activity from investing to


   operating for receivables that arose from the sale of inventory.


6  Elimination of net proceeds and payments to/from Machinery, Energy &
   Transportation and Financial Products.

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--------------------------------------------------------------------------------

Caterpillar Inc.
                        Supplemental Data for Cash Flow
                   For the Three Months Ended March 31, 2019
                                  (Unaudited)
                             (Millions of dollars)
                                                                   

Supplemental Consolidating Data


                                                             Machinery,
                                                              Energy &          Financial       Consolidating
                                         Consolidated     Transportation 1       Products        Adjustments
Cash flow from operating activities:
Profit of consolidated and affiliated
companies                               $      1,884     $         1,878       $     154       $        (148 ) 2
Adjustments for non-cash items:
Depreciation and amortization                    641                 424             217                   -
Undistributed profit of Financial
Products                                           -                (148 )             -                 148   3
Provision (benefit) for deferred income
taxes                                            (11 )                14             (25 )                 -
Other                                             88                  49             (59 )                98   4
Changes in assets and liabilities, net
of acquisitions and divestitures:
Receivables - trade and other                   (150 )                75             (24 )              (201 ) 4, 5
Inventories                                     (813 )              (818 )             -                   5   4
Accounts payable                                 355                 336              12                   7   4
Accrued expenses                                 135                 124              11                   -
Accrued wages, salaries and employee
benefits                                      (1,185 )            (1,177 )            (8 )                 -
Customer advances                                105                 105               -                   -
Other assets - net                                (7 )                (6 )            37                 (38 ) 4
Other liabilities - net                           79                   4              35                  40   4
Net cash provided by (used for)
operating activities                           1,121                 860             350                 (89 )

Cash flow from investing activities:
Capital expenditures - excluding
equipment leased to others                      (278 )              (274 )            (4 )                 -
Expenditures for equipment leased to
others                                          (269 )               (23 )          (247 )                 1   4
Proceeds from disposals of leased
assets and property, plant and
equipment                                        209                  26             189                  (6 ) 4
Additions to finance receivables              (2,615 )                 -          (2,971 )               356   5
Collections of finance receivables             2,818                   -           3,096                (278 ) 5
Net intercompany purchased receivables             -                   -             (16 )                16   5
Proceeds from sale of finance
receivables                                       44                   -              44                   -
Net intercompany borrowings                        -                  63               -                 (63 ) 6
Investments and acquisitions (net of
cash acquired)                                    (2 )                (2 )             -                   -
Proceeds from sale of securities                  57                   4              53                   -
Investments in securities                       (107 )                (7 )          (100 )                 -
Other - net                                      (38 )               (13 )           (25 )                 -
Net cash provided by (used for)
investing activities                            (181 )              (226 )            19                  26

Cash flow from financing activities:
Dividends paid                                  (494 )              (494 )             -                   -
Common stock issued, including treasury
shares reissued                                   (5 )                (5 )             -                   -
Common shares repurchased                       (751 )              (751 )             -                   -
Net intercompany borrowings                        -                   -             (63 )                63   6
Proceeds from debt issued (original
maturities greater than three months)          2,665                   -           2,665                   -
Payments on debt (original maturities
greater than three months)                    (2,567 )                (2 )        (2,565 )                 -
Short-term borrowings - net (original
maturities three months or less)                (522 )                 4            (526 )                 -
Other - net                                       (1 )                (1 )             -                   -
Net cash provided by (used for)
financing activities                          (1,675 )            (1,249 )          (489 )                63
Effect of exchange rate changes on cash            3                   5              (2 )                 -
Increase (decrease) in cash and
short-term investments and restricted
cash                                            (732 )              (610 )          (122 )                 -
Cash and short-term investments and
restricted cash at beginning of period         7,890               6,994             896                   -
Cash and short-term investments and
restricted cash at end of period        $      7,158     $         6,384       $     774       $           -



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 Elimination of 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 Financial Products' cash flow activity from investing to


   operating for receivables that arose from the sale of inventory.


6  Elimination of net proceeds and payments to/from Machinery, Energy &
   Transportation and Financial Products.

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Forward-looking Statements



Certain statements in this Form 10-Q 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," "will be,"
"will," "would," "expect," "anticipate," "plan," "forecast," "target," "guide,"
"project," "intend," "could," "should" or other similar words or expressions
often identify forward-looking statements. All 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 speak
only as of the date they are made, and we do not undertake to update our
forward-looking statements.

Caterpillar's 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 and regional economic conditions and
economic conditions in the industries we serve; (ii) commodity price changes,
material price increases, fluctuations in demand for our products or significant
shortages of material; (iii) government monetary or fiscal policies; (iv)
political and economic risks, commercial instability and events beyond our
control in the countries in which we operate; (v) international trade policies
and their impact on demand for our products and our competitive position,
including the imposition of new tariffs or changes in existing tariff rates;
(vi) our ability to develop, produce and market quality products that meet our
customers' needs; (vii) the impact of the highly competitive environment in
which we operate on our sales and pricing; (viii) information technology
security threats and computer crime; (ix) inventory management decisions and
sourcing practices of our dealers and our OEM customers; (x) a failure to
realize, or a delay in realizing, all of the anticipated benefits of our
acquisitions, joint ventures or divestitures; (xi) union disputes or other
employee relations issues; (xii) adverse effects of unexpected events; (xiii)
disruptions or volatility in global financial markets limiting our sources of
liquidity or the liquidity of our customers, dealers and suppliers; (xiv)
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; (xv) our Financial Products
segment's risks associated with the financial services industry; (xvi) changes
in interest rates or market liquidity conditions; (xvii) an increase in
delinquencies, repossessions or net losses of Cat Financial's customers; (xviii)
currency fluctuations; (xix) our or Cat Financial's compliance with financial
and other restrictive covenants in debt agreements; (xx) increased pension plan
funding obligations; (xxi) alleged or actual violations of trade or
anti-corruption laws and regulations; (xxii) additional tax expense or exposure,
including the impact of U.S. tax reform; (xxiii) significant legal proceedings,
claims, lawsuits or government investigations; (xxiv) new regulations or changes
in financial services regulations; (xxv) compliance with environmental laws and
regulations; (xxvi) the duration and geographic spread of, business disruptions
caused by, and the overall global economic impact of, the COVID-19 pandemic; and
(xxvii) other factors described in more detail in Caterpillar's Forms 10-Q, 10-K
and other filings with the Securities and Exchange Commission.

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