nothing contained in this Agreement shall be construed to imply that Consultant is an employee or agent of
Caterpillar for any purpose. Consultant shall have no right, power, or authority to create any obligation,
expressed or implied, or to make any representation on behalf of Caterpillar. Consultant shall not use in
advertising, publicity, promotion, marketing, or other activity, the existence of this Agreement, the work
performed, or any name, trade name, trademark, service mark or other designation of, or owned by, Caterpillar. 2. Termination. This Agreement shall automatically terminate upon the expiration of the Consulting
Period, provided, however, that either Party may terminate this Agreement upon written notice, effective as of the
last day of the calendar month during which notice is given. 3. Miscellaneous. g. Consultant may not assign its obligations or engage others under this Agreement without Caterpillar
providing prior written consent. h. Consultant represents and warrants that the execution of this Agreement and performance of its
obligations hereunder do not and will not violate any agreement to which it is a party or by which it is otherwise
bound. i. Any dispute arising out of or in connection with this Agreement shall be governed by and construed
under the laws of the State of Illinois, without regard to conflict of laws principles thereof. j. Paragraphs 2 - 14 shall survive termination of this Agreement.
AGREED AND ACCEPTED
Consultant: Caterpillar:
By: /s/ William P. Ainsworth By: /s/Suzette M. Long
(signature) (signature)
Name: William P. Ainsworth Name: Suzette Long
(print) (print)
Date: 1/27/2021 Title: Chief Legal Officer
Date: 1/26/2021
EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, D. James Umpleby III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Caterpillar Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): e. all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and f. any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
May 5, 2021 /s/ D. James Umpleby III Chief Executive Officer
D. James Umpleby III
EXHIBIT 31.2
SECTION 302 CERTIFICATION
I, Andrew R.J. Bonfield, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Caterpillar Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: g. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared; h. designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles; i. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and j. disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): k. all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and l. any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
May 5, 2021 /s/ Andrew R.J. Bonfield Chief Financial Officer
Andrew R.J. Bonfield
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Caterpillar Inc. (the "Company") on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
May 5, 2021 /s/ D. James Umpleby III Chief Executive Officer
D. James Umpleby III
May 5, 2021 /s/ Andrew R.J. Bonfield Chief Financial Officer
Andrew R.J. Bonfield
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May 12, 2021 19:45 ET (23:45 GMT)