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    Caterpillar Inc.

    5205 N O'Connor Boulevard

    Suite 100

    Irving, TX 75039

October 7, 2022

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

Attention: Priscilla Dao, Staff Attorney

    Re:
    Caterpillar Inc.

    Annual Report on Form 10-K

    Filed February 16, 2022

    File No. 001-00768

Ladies and Gentlemen:

Caterpillar Inc. (“Caterpillar”) hereby
responds to the comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) contained in your letter
dated September 23, 2022 (the “Comment Letter”) regarding Caterpillar’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, filed on February 16, 2022 (the “2021 Form 10-K”). For the convenience
of the Staff, we have set forth below the comments contained in the Comment Letter followed by Caterpillar’s response to each comment.

Annual Report on Form 10-K for the fiscal year ended December 31,
2021

Item 1A. Risk Factors

The COVID-19 pandemic could materially adversely affect our business...,
page 10

COMMENT:

1. We note your disclosure that inflation could negatively affect your results of operations. In future filings, if recent inflationary
pressures have materially impacted your operations, please update your risk factors accordingly. In this regard, identify the types of
inflationary pressures you are facing and how your business has been affected. In addition, please consider whether your disclosure about
known trends and uncertainties in your MD&A should be also updated to account for inflationary trends.

U.S. Securities and Exchange Commission

September 23, 2022

Page 2

Caterpillar
ResponsE:

We respectfully note the Staff’s comment.
We have experienced and disclosed inflationary pressures related to (1) higher manufacturing costs as a result of shortages of material
and components that have led to higher costs along with (2) supply chain disruptions leading to higher freight expenses. Please see
our responses 2 and 5 for examples of additional disclosures relating to the impacts of these inflationary pressures.

In response to the Staff’s comment, we will
enhance our risk factors and MD&A disclosure in future filings to include a discussion of specific types of inflationary pressures
if we believe any individual type could materially impact our results of operations.

Item 7. Management’s Discussion and Analysis of Financial
Condition..., page 27

COMMENT:

2. We note your risk factors in the subsection entitled “Macroeconomic Risks” on page 11. While these disclosures
appear to describe certain challenges presented by your current operating environment, we are unable to locate a comprehensive discussion
of how material trends are expected to affect your cash flows, liquidity, capital resources, cash requirements, financial position, or
results of operations. With a view towards future disclosure, please tell us about your material trends and uncertainties as well as any
relevant upstream and downstream drivers. Note that trends or uncertainties may include impairments of financial assets or long-lived
assets; declines in the value of inventory, investments, or recoverability of deferred tax assets; the collectability of consideration
related to contracts with customers; and modification of contracts with customers. Refer to Item 303 of Regulation S-K.

Caterpillar
ResponsE:

At present, the most material trends impacting
our business are continuing supply chain disruptions and increasing costs of materials, and we expect these trends to continue in the
near-term through the end of 2022. Transportation shortages, for example, have impacted our suppliers, which leads to production delays
in our facilities and impacts our ability to meet increasing customer demand. To help mitigate these challenges, we have proactively redirected
components, altered our assembly processes and increased production inventory levels across the enterprise. Notwithstanding these efforts,
we have been unable to completely satisfy strong customer demand for our machines and engines, and we anticipate that continued transportation
shortages will impact our results of operations in the near-term. Furthermore, supply chain disruptions have led to increased costs due
to factory inefficiencies and higher freight expenses. We have and will continue to take appropriate price actions to more than offset
these manufacturing cost increases. To date, these price actions have minimized the impact of the incremental manufacturing costs on our
cash flows, liquidity and results of operations.

U.S. Securities and Exchange Commission

September 23, 2022

Page 3

In response to the Staff’s comment, future
filings will include a discussion in the MD&A of how material trends are expected to affect our cash flows, liquidity, capital resources,
cash requirements, financial position or results of operations, including any additional material trend information that we discuss in
our earnings calls.

COMMEnt:

3. We note that during your earnings calls on April 28, 2022 and August 2, 2022, your management
discussed the ongoing effects on your business of persistent supply chain disruptions and backlogs, which have required alternative solutions
including engineering redesigns and increased dual sourcing. Your management also discussed its views on margin pressures and the anticipated
effect of the Bipartisan Infrastructure Law. In future filings, your MD&A disclosure should address all material relevant trends and
uncertainties, including those identified in your earnings calls. Please also explain when you anticipate that any temporary trends and
uncertainties will normalize. If there are specific risks that will be amplified by the trends discussed, revise your risk factors to
more fully describe the potential risks and how you intend to mitigate.

CATERPILLAR RESPONSE:

We respectfully note the Staff’s comment.
As referenced above, we will enhance our MD&A disclosure in future filings to provide more detail regarding all material relevant
trends and uncertainties. Furthermore, we will provide additional disclosure that explains when we anticipate that any temporary trends
and uncertainties will normalize. In addition, to the extent that any specific risks are amplified by the trends we identify, we will
revise our risk factor disclosure accordingly and describe our mitigation efforts.

COMMENT:

4. We note your reference to digital investments on page 40. With a view towards future disclosure,
please tell us about your digital initiatives and their significance to your business. To the extent there are material trends that are
reasonably likely to affect your digital initiatives, please explain how these trends may affect your liquidity and capital resources
or results of operations.

CATERPILLAR RESPONSE:

We are executing upon a number of digital initiatives.
These initiatives are strategic enablers for our three primary segments; including individual digital products and solutions for use with
many of our machines and engines, as well as broader digital platforms that allow for enhanced communication between Caterpillar and our
dealers and end-users. We are constantly investing in and upgrading our digital products and platforms. Although we believe that collectively
our digital products and platforms continue to improve the overall customer experience, enhance brand loyalty and support our strategy
of profitable growth, to date, we do not believe the cost to implement any individual product or platform has had a material impact on
our liquidity or capital resources or results of operations. In future filings, we will include a more detailed discussion of our digital
initiatives if the cost and/or benefits of any individual initiative is material to our results of operations or liquidity and capital
resources.

U.S. Securities and Exchange Commission

September 23, 2022

Page 4

Response to COVID-19 and Global Business Conditions,
page 27

COMMENT:

5. You state that you have experienced transportation shortages which have resulted in delays and increased
costs, and that your suppliers have had availability issues and freight delays, which has led to delays of production in your facilities.
During your earnings calls on April 28, 2022 and August 2, 2022, your management stated that you continue to face supply chain
challenges which have not significantly improved. With a view to future disclosure, please tell us specifically how supply chain issues
have affected your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operation and how you
expect such issues to affect your business in the future. Please also elaborate on your mitigation efforts.

CATERPILLAR RESPONSE:

We continue to be impacted by supply chain disruptions
and associated cost and labor pressures. Our manufacturing costs have risen primarily due to costs of material and freight. We have also
started to see some inefficiencies in our factories, although to a lesser extent. In addition, in recent months, supply chain constraints
have impacted sales of equipment across our segments. We are focused on developing and modifying contingency plans to minimize these challenges
that have affected, and will likely continue to impact, our ability to meet customer demand. For example, we have continued to increase
production inventory levels, which negatively impacts operating cash flow, but do not anticipate the same level of increases moving forward
in 2022. Moreover, we have taken and will continue to take appropriate price actions to more than offset the manufacturing cost increases
we are experiencing due to supply chain disruptions and general inflationary cost pressures. To date, as discussed above, these price
actions have minimized the impact that higher manufacturing costs have had on our cash flows, liquidity and results of operations.

In response to the Staff’s comment, consistent
with the foregoing, we will enhance our MD&A disclosure in future filings to provide additional detail on the specific impact of supply
chain issues, any related trends and our expected mitigation efforts.

* * * * *

U.S. Securities and Exchange Commission

September 23, 2022

Page 5

If you need any further information, please contact
William E. Schaupp, Vice President and Chief Accounting Officer by phone at (309) 675-1000 or by email at Bill.Schaupp@cat.com or Nicole
Puza, Corporate Securities Counsel and Corporate Secretary by phone at (224) 551-4291 or by email at Puza_Nikki@cat.com.

    Sincerely,

    CATERPILLAR INC.

    By:
    /s/ Suzette M. Long

    Suzette M. Long

    Chief Legal Officer and General Counsel

    (972) 891-7076