United States securities and exchange commission logo





                              September 23, 2022

       Suzette Long
       Chief Legal Officer
       Caterpillar Inc.
       510 Lake Cook Road, Suite 100
       Deerfield, Illinois 60015

                                                        Re: Caterpillar Inc.
                                                            Annual Report on
Form 10-K
                                                            Filed February 16,
2022
                                                            File No. 001-00768

       Dear Ms. Long:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Annual Report on Form 10-K

       Item 1A. Risk Factors
       The COVID-19 pandemic could materially adversely affect our business...,
page 10

   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.
 Suzette Long
FirstName
Caterpillar LastNameSuzette  Long
            Inc.
Comapany 23,
September   NameCaterpillar
                2022        Inc.
September
Page 2      23, 2022 Page 2
FirstName LastName
Item 7. Management   s Discussion and Analysis of Financial Condition..., page
27

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

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.
 Suzette Long
FirstName
Caterpillar LastNameSuzette  Long
            Inc.
Comapany 23,
September   NameCaterpillar
                2022        Inc.
September
Page 3      23, 2022 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jeff
Kauten, Staff
Attorney, at (202) 551-3447 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology