CATERPILLAR INC. $1,000,000,000 3.40% Senior Notes due 2024 $500,000,000 4.30% Senior Notes due 2044 $500,000,000 4.75% Senior Notes due 2064 UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2014 • Caterpillar Inc • Construction machinery & equip • New York
Caterpillar Inc. (the “Company”) confirms its agreement (the “Agreement”) with you and each of the other “Underwriters” named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $1,000,000,000 principal amount of the Company’s 3.40% Senior Notes due 2024, $500,000,000 principal amount of the Company’s 4.30% Senior Notes due 2044 and $500,000,000 principal amount of the Company’s 4.75% Senior Notes due 2064 (together, the “Securities”). The Securities are to be issued pursuant to an indenture, dated as of May 1, 1987, as amended and supplemented (the “Indenture”), by and between the Company and U.S. Bank Nati
