Shareholder Suit Alleges Caterpillar Avoided Billions in Taxes

2. Caterpillar designs, manufactures, and markets construction, mining, and forestry machinery. The Company also manufactures engines and other related parts for its equipment, and offers financing and insurance. Caterpillar distributes its products through a worldwide organization of dealers.

3. Founded in 1925, the Company was formerly known as "Caterpillar Tractor Co." and changed its name to Caterpillar Inc. in 1986. Caterpillar is headquartered in Peoria, Illinois. Caterpillar's stock trades on the New York Stock Exchange ("NYSE") under the ticker symbol "CAT."

4. Throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business, operational and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Caterpillar unlawfully used foreign subsidiaries to avoid paying billions of dollars in U.S. taxes; (ii) discovery of the foregoing conduct would subject the Company to heightened regulatory scrutiny and potential criminal sanctions; and (iii) as a result of the foregoing, Caterpillar's public statements were materially false and misleading at all relevant times.

5. On March 2, 2017, law enforcement officials executing a search warrant searched the Company's headquarters in Peoria, Illinois. The Peoria Journal Star newspaper reported, in relevant part:

6. On that same day, it was further reported that the federal government agencies involved included the Internal Revenue Service's ("IRS") Criminal Investigation Unit, the U.S. Department of Commerce Office Bureau of Industry and Security's Office of Export Enforcement and the Federal Deposit Insurance Corporation's Office of Inspector General. Later that day, the Company issued a statement discussing the federal law enforcement raids to its facilities, stating: "We believe the execution of this search warrant is regarding, among other things, export filings that relate to the CSARL matter," referring to its Swiss subsidiary Caterpillar SARL.

7. On this news, Caterpillar's share price fell $4.22, or 4.28%, to close at $94.36 per share on March 2, 2017.

8. Later that day, after the market had closed, Bloomberg News published an article entitled "Caterpillar Goes From White House Kudos to Multi-Agency Raid." The article reported, in relevant part:

11. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. § 1331 and § 27 of the Exchange Act.

12. Venue is proper in this Judicial District pursuant to § 27 of the Exchange Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1391(b). Caterpillar conducts business within this Judicial District.

13. In connection with the acts, conduct and other wrongs alleged in this Complaint, defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including but not limited to, the United States mail, interstate telephone communications and the facilities of the national securities exchange.

15. Defendant Caterpillar is incorporated in Delaware. The Company's principal executive offices are located at 100 NE Adams Street, Peoria, Illinois 61629. Caterpillar's shares trade on the NYSE under the ticker symbol "CAT."

16. Defendant D. James Umpleby III ("Umpleby") has served as the Company's Chief Executive Officer ("CEO") since January 2017.

17. Defendant Douglas R. Oberhelman ("Oberhelman") served as the Company's CEO from July 2010 until January 2017, and has served as the Company's Executive Chairman since January 2017.

18. Defendant Bradley M. Halverson ("Halverson") has served at all relevant times as the Company's Chief Financial Officer ("CFO").

19. The defendants referenced above in ¶¶ 16-18 are sometimes referred to herein as the "Individual Defendants."

22. In the 2012 10-K, Caterpillar stated, in part:

25. On May 2, 2013, Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended March 31, 2013 (the "Q1 2013 10-Q"). For the quarter, Caterpillar reported net income of $880 million, or $1.31 per diluted share, on revenue of $13.21 billion, compared to net income of $1.59 billion, or $2.37 per diluted share, on revenue of $15.98 billion for the same period in the prior year.

26. The Q1 2013 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q1 2013 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

27. On August 2, 2013, Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended June 30, 2013 (the "Q2 2013 10-Q"). For the quarter, Caterpillar reported net income of $960 million, or $1.45 per diluted share, on revenue of $14.62 billion, compared to net income of $1.7 billion, or $2.54 per diluted share, on revenue of $17.37 billion for the same period in the prior year.

28. The Q2 2013 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q2 2013 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

29. On November 1, 2013, Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended September 30, 2013 (the "Q3 2013 10-Q"). For the quarter, Caterpillar reported net income of $946 million, or $1.45 per diluted share, on revenue of $13.42 billion, compared to net income of $1.7 billion, or $2.54 per diluted share, on revenue of $16.45 billion for the same period in the prior year.

30. The Q3 2013 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q3 2013 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

31. On February 18, 2014, Caterpillar filed an annual report on Form 10-K with the SEC, announcing the Company's financial and operating results for the quarter and fiscal year ended December 31, 2013 (the "2013 10-K"). For the quarter, Caterpillar reported net income of $1 billion, or $1.54 per diluted share, on revenue of $14.4 billion, compared to net income of $697 million, or $1.04 per diluted share, on revenue of $16.08 billion for the same period in the prior year. For fiscal year 2013, Caterpillar reported net income of $3.79 billion, or $5.75 per diluted share, on revenue of $55.66 billion, compared to net income of $5.68 billion, or $8.48 per diluted share, on revenue of $65.88 billion for fiscal year 2012.

32. In the 2013 10-K, Caterpillar stated, in part:

34. The 2013 10-K contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the 2013 10-K was accurate and disclosed any material changes to the Company's internal control over financial reporting.

35. On May 2, 2014, Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended March 31, 2014 (the "Q1 2014 10-Q"). For the quarter, Caterpillar reported net income of $922 million, or $1.44 per diluted share, on revenue of $13.24 billion, compared to net income of $880 million, or $1.31 per diluted share, on revenue of $13.21 for the same period in the prior year.

36. The Q1 2014 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q1 2014 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

37. On August 1, 2014, Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended June 30, 2014 (the "Q2 2014 10-Q"). For the quarter, Caterpillar reported net income of $1 billion, or $1.57 per diluted share, on revenue of $14.15 billion, compared to net income of $960 million, or $1.45 per diluted share, on revenue of $14.62 billion for the same period in the prior year.

38. The Q2 2014 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q2 2014 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

39. On October 31, 2014, Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended September 30, 2014 (the "Q3 2014 10-Q"). For the quarter, Caterpillar reported net income of $1.02 billion, or $1.63 per diluted share, on revenue of $13.55 billion, compared to net income of $946 million, or $1.45 per diluted share, on revenue of $13.42 billion for the same period in the prior year.

40. The Q3 2014 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q3 2014 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

41. On February 17, 2015, Caterpillar filed an annual report on Form 10-K with the SEC, announcing the Company's financial and operating results for the quarter and fiscal year ended December 31, 2014 (the "2014 10-K"). For the quarter, Caterpillar reported net income of $757 million, or $1.23 per diluted share, on revenue of $14.24 billion, compared to net income of $1.0 billion, or $1.54 per diluted share, on revenue of $14.4 billion for the same period in the prior year. For fiscal year 2014, Caterpillar reported net income of $3.69 billion, or $5.88 per diluted share, on revenue of $55.18 billion, compared to net income of $3.78 billion, or $5.75 per diluted share, on revenue of $55.65 billion for fiscal year 2013.

42. In the 2014 10-K, the Company stated in relevant part:

44. The 2014 10-K contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the 2014 10-K was accurate and disclosed any material changes to the Company's internal control over financial reporting.

45. On May 1, 2015 Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended March 31, 2015 (the "Q1 2015 10-Q"). For the quarter, Caterpillar reported net income of $1.24 billion, or $2.03 per diluted share, on revenue of $12.7 billion, compared to net income of $922 million, or $1.44 per diluted share, on revenue of $13.24 billion for the same period in the prior year.

46. The Q1 2015 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q1 2015 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

47. On July 31, 2015 Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended June 30, 2015 (the "Q2 2015 10-Q"). For the quarter, Caterpillar reported net income of $802 million, or $1.31 per diluted share, on revenue of $12.31 billion, compared to net income of $999 million, or $1.57 per diluted share, on revenue of $14.15 billion for the same period in the prior year.

48. The Q2 2015 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q2 2015 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

49. On October 30, 2015, Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended September 30, 2015 (the "Q3 2015 10-Q"). For the quarter, Caterpillar reported net income of $559 million, or $0.94 per diluted share, on revenue of $10.96 billion, compared to net income of $1.01 billion, or $1.63 per diluted share, on revenue of $13.54 billion for the same period in the prior year.

50. The Q3 2015 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q3 2015 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

51. On February 16, 2016, Caterpillar filed an annual report on Form 10-K with the SEC, announcing the Company's financial and operating results for the quarter and fiscal year ended December 31, 2015 (the "2015 10-K"). For the quarter, Caterpillar reported a net loss of $94 million, or $0.16 per diluted share, on revenue of $11.03 billion, compared to net income of $757 million, or $1.23 per diluted share, on revenue of $14.24 billion for the same period in the prior year. For fiscal year 2015, Caterpillar reported net income of $2.51 billion, or $4.18 per diluted share, on revenue of $47.01 billion, compared to net income of $3.69 billion, or $5.88 per diluted share, on revenue of $55.18 billion for fiscal year 2014.

52. In the 2015 10-K, the Company stated in relevant part:

54. The 2015 10-K contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the 2015 10-K was accurate and disclosed any material changes to the Company's internal control over financial reporting.

55. On May 2, 2016 Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended March 31, 2016 (the "Q1 2016 10-Q"). For the quarter, Caterpillar reported net income of $271 million, or $0.46 per diluted share, on revenue of $9.46 billion, compared to net income of $1.24 billion, or $2.03 per diluted share, on revenue of $12.7 billion for the same period in the prior year.

56. The Q1 2016 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q1 2016 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

57. On August 3, 2016 Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended June 30, 2016 (the "Q2 2016 10-Q"). For the quarter, Caterpillar reported net income of $550 million, or $0.93 per diluted share, on revenue of $10.34 billion, compared to net income of $802 million, or $1.31 per diluted share, on revenue of $12.31 billion for the same period in the prior year.

58. The Q2 2016 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q2 2016 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

59. On November 2, 2016 Caterpillar filed a quarterly report on Form 10-Q with the SEC, announcing the Company's financial and operating results for the quarter ended September 30, 2016 (the "Q3 2016 10-Q"). For the quarter, Caterpillar reported net income of $283 million, or $0.48 per diluted share, on revenue of $9.16 billion, compared to net income of $559 million, or $0.94 per diluted share, on revenue of $10.96 billion for the same period in the prior year.

60. The Q3 2016 10-Q contained signed certifications pursuant to SOX by Defendants Oberhelman and Halverson, stating that the financial information contained in the Q3 2016 10-Q was accurate and disclosed any material changes to the Company's internal control over financial reporting.

61. On February 15, 2017, Caterpillar filed an annual report on Form 10-K with the SEC, announcing the Company's financial and operating results for the quarter and fiscal year ended December 31, 2016 (the "2016 10-K"). For the quarter, Caterpillar reported a net loss of $1.17 billion, or $2.00 per diluted share, on revenue of $9.57 billion, compared to a net loss of $94 million, or $0.16 per diluted share, on revenue of $11.03 billion for the same period in the prior year. For fiscal year 2016, Caterpillar reported a net loss of $67 million, or $0.11 per diluted share, on revenue of $38.53 billion, compared to net income of $2.51 billion, or $4.18 per diluted share, on revenue of $47.01 billion for fiscal year 2015.

62. In the 2016 10-K, the Company stated in relevant part:

64. The 2016 10-K contained signed certifications pursuant to SOX by Defendants Umpleby and Halverson, stating that the financial information contained in the 2016 10-K was accurate and disclosed any material changes to the Company's internal control over financial reporting.

65. The statements referenced in ¶¶ 21-64 were materially false and misleading because defendants made false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operational and compliance policies. Specifically, defendants made false and/or misleading statements and/or failed to disclose that: (i) Caterpillar unlawfully used foreign subsidiaries to avoid paying billions of dollars in U.S. taxes; (ii) discovery of the foregoing conduct would subject the Company to heightened regulatory scrutiny and potential criminal sanctions; and (iii) as a result of the foregoing, Caterpillar's public statements were materially false and misleading at all relevant times.

67. On that same day, it was further reported that the federal government agencies involved included the Internal Revenue Service's Criminal Investigation Unit, the U.S. Department of Commerce Office Bureau of Industry and Security's Office of Export Enforcement and the Federal Deposit Insurance Corporation's Office of Inspector General. Later that day, the Company issued a statement discussing the federal law enforcement raids to its facilities, stating: "We believe the execution of this search warrant is regarding, among other things, export filings that relate to the CSARL matter."

68. On this news, Caterpillar's share price fell $4.22, or 4.28%, to close at $94.36 per share on March 2, 2017.

69. Later that day, after the market had closed, Bloomberg News published an article entitled "Caterpillar Goes From White House Kudos to Multi-Agency Raid." The article reported, in relevant part:

72. The members of the Class are so numerous that joinder of all members is impracticable. Throughout the Class Period, Caterpillar securities were actively traded on the NYSE. While the exact number of Class members is unknown to Plaintiff at this time and can be ascertained only through appropriate discovery, Plaintiff believes that there are hundreds or thousands of members in the proposed Class. Record owners and other members of the Class may be identified from records maintained by Caterpillar or its transfer agent and may be notified of the pendency of this action by mail, using the form of notice similar to that customarily used in securities class actions.

73. Plaintiff's claims are typical of the claims of the members of the Class as all members of the Class are similarly affected by defendants' wrongful conduct in violation of federal law that is complained of herein.

74. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class and securities litigation. Plaintiff has no interests antagonistic to or in conflict with those of the Class.

75. Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting individual members of the Class. Among the questions of law and fact common to the Class are:

• whether the federal securities laws were violated by defendants' acts as alleged herein;

• whether statements made by defendants to the investing public during the Class Period misrepresented material facts about the business, operations and management of Caterpillar;

• whether the Individual Defendants caused Caterpillar to issue false and misleading financial statements during the Class Period;

• whether defendants acted knowingly or recklessly in issuing false and misleading financial statements;

• whether the prices of Caterpillar securities during the Class Period were artificially inflated because of the defendants' conduct complained of herein; and

• whether the members of the Class have sustained damages and, if so, what is the proper measure of damages.

77. Plaintiff will rely, in part, upon the presumption of reliance established by the fraud-on-the-market doctrine in that:

• defendants made public misrepresentations or failed to disclose material facts during the Class Period;

• the omissions and misrepresentations were material;

• Caterpillar securities are traded in an efficient market;

• the Company's shares were liquid and traded with moderate to heavy volume during the Class Period;

• the Company traded on the NYSE and was covered by multiple analysts;

• the misrepresentations and omissions alleged would tend to induce a reasonable investor to misjudge the value of the Company's securities; and

• Plaintiff and members of the Class purchased, acquired and/or sold Caterpillar securities between the time the defendants failed to disclose or misrepresented material facts and the time the true facts were disclosed, without knowledge of the omitted or misrepresented facts.

79. Alternatively, Plaintiff and the members of the Class are entitled to the presumption of reliance established by the Supreme Court in Affiliated Ute Citizens of the State of Utah v. United States, 406 U.S. 128, 92 S. Ct. 2430 (1972), as Defendants omitted material information in their Class Period statements in violation of a duty to disclose such information, as detailed above.

81. This Count is asserted against defendants and is based upon Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder by the SEC.

82. During the Class Period, defendants engaged in a plan, scheme, conspiracy and course of conduct, pursuant to which they knowingly or recklessly engaged in acts, transactions, practices and courses of business which operated as a fraud and deceit upon Plaintiff and the other members of the Class; made various untrue statements of material facts and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and employed devices, schemes and artifices to defraud in connection with the purchase and sale of securities. Such scheme was intended to, and, throughout the Class Period, did: (i) deceive the investing public, including Plaintiff and other Class members, as alleged herein; (ii) artificially inflate and maintain the market price of Caterpillar securities; and (iii) cause Plaintiff and other members of the Class to purchase or otherwise acquire Caterpillar securities and options at artificially inflated prices. In furtherance of this unlawful scheme, plan and course of conduct, defendants, and each of them, took the actions set forth herein.

83. Pursuant to the above plan, scheme, conspiracy and course of conduct, each of the defendants participated directly or indirectly in the preparation and/or issuance of the quarterly and annual reports, SEC filings, press releases and other statements and documents described above, including statements made to securities analysts and the media that were designed to influence the market for Caterpillar securities. Such reports, filings, releases and statements were materially false and misleading in that they failed to disclose material adverse information and misrepresented the truth about Caterpillar's finances and business prospects.

84. By virtue of their positions at Caterpillar, defendants had actual knowledge of the materially false and misleading statements and material omissions alleged herein and intended thereby to deceive Plaintiff and the other members of the Class, or, in the alternative, defendants acted with reckless disregard for the truth in that they failed or refused to ascertain and disclose such facts as would reveal the materially false and misleading nature of the statements made, although such facts were readily available to defendants. Said acts and omissions of defendants were committed willfully or with reckless disregard for the truth. In addition, each defendant knew or recklessly disregarded that material facts were being misrepresented or omitted as described above.

85. Information showing that defendants acted knowingly or with reckless disregard for the truth is peculiarly within defendants' knowledge and control. As the senior managers and/or directors of Caterpillar, the Individual Defendants had knowledge of the details of Caterpillar's internal affairs.

86. The Individual Defendants are liable both directly and indirectly for the wrongs complained of herein. Because of their positions of control and authority, the Individual Defendants were able to and did, directly or indirectly, control the content of the statements of Caterpillar. As officers and/or directors of a publicly-held company, the Individual Defendants had a duty to disseminate timely, accurate, and truthful information with respect to Caterpillar's businesses, operations, future financial condition and future prospects. As a result of the dissemination of the aforementioned false and misleading reports, releases and public statements, the market price of Caterpillar securities was artificially inflated throughout the Class Period. In ignorance of the adverse facts concerning Caterpillar's business and financial condition which were concealed by defendants, Plaintiff and the other members of the Class purchased or otherwise acquired Caterpillar securities at artificially inflated prices and relied upon the price of the securities, the integrity of the market for the securities and/or upon statements disseminated by defendants, and were damaged thereby.

87. During the Class Period, Caterpillar securities were traded on an active and efficient market. Plaintiff and the other members of the Class, relying on the materially false and misleading statements described herein, which the defendants made, issued or caused to be disseminated, or relying upon the integrity of the market, purchased or otherwise acquired shares of Caterpillar securities at prices artificially inflated by defendants' wrongful conduct. Had Plaintiff and the other members of the Class known the truth, they would not have purchased or otherwise acquired said securities, or would not have purchased or otherwise acquired them at the inflated prices that were paid. At the time of the purchases and/or acquisitions by Plaintiff and the Class, the true value of Caterpillar securities was substantially lower than the prices paid by Plaintiff and the other members of the Class. The market price of Caterpillar securities declined sharply upon public disclosure of the facts alleged herein to the injury of Plaintiff and Class members.

88. By reason of the conduct alleged herein, defendants knowingly or recklessly, directly or indirectly, have violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.

89. As a direct and proximate result of defendants' wrongful conduct, Plaintiff and the other members of the Class suffered damages in connection with their respective purchases, acquisitions and sales of the Company's securities during the Class Period, upon the disclosure that the Company had been disseminating misrepresented financial statements to the investing public.

91. During the Class Period, the Individual Defendants participated in the operation and management of Caterpillar, and conducted and participated, directly and indirectly, in the conduct of Caterpillar's business affairs. Because of their senior positions, they knew the adverse non-public information about Caterpillar's misstatement of income and expenses and false financial statements.

92. As officers and/or directors of a publicly owned company, the Individual Defendants had a duty to disseminate accurate and truthful information with respect to Caterpillar's financial condition and results of operations, and to correct promptly any public statements issued by Caterpillar which had become materially false or misleading.

93. Because of their positions of control and authority as senior officers, the Individual Defendants were able to, and did, control the contents of the various reports, press releases and public filings which Caterpillar disseminated in the marketplace during the Class Period concerning Caterpillar's results of operations. Throughout the Class Period, the Individual Defendants exercised their power and authority to cause Caterpillar to engage in the wrongful acts complained of herein. The Individual Defendants therefore, were "controlling persons" of Caterpillar within the meaning of Section 20(a) of the Exchange Act. In this capacity, they participated in the unlawful conduct alleged which artificially inflated the market price of Caterpillar securities.

94. Each of the Individual Defendants, therefore, acted as a controlling person of Caterpillar. By reason of their senior management positions and/or being directors of Caterpillar, each of the Individual Defendants had the power to direct the actions of, and exercised the same to cause, Caterpillar to engage in the unlawful acts and conduct complained of herein. Each of the Individual Defendants exercised control over the general operations of Caterpillar and possessed the power to control the specific activities which comprise the primary violations about which Plaintiff and the other members of the Class complain.

95. By reason of the above conduct, the Individual Defendants are liable pursuant to Section 20(a) of the Exchange Act for the violations committed by Caterpillar.

A. Determining that the instant action may be maintained as a class action under Rule 23 of the Federal Rules of Civil Procedure, and certifying Plaintiff as the Class representative;

B. Requiring Defendants to pay damages sustained by Plaintiff and the Class by reason of the acts and transactions alleged herein;

C. Awarding Plaintiff and the other members of the Class prejudgment and post-judgment interest, as well as their reasonable attorneys' fees, expert fees and other costs; and

D. Awarding such other and further relief as this Court may deem just and proper.

Dated: March 3, 2017

Respectfully submitted,