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)