UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 8-K





CURRENT REPORT





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





DATE OF REPORT (Date of earliest event reported): March 5, 2015





CATERPILLAR FINANCIAL SERVICES CORPORATION


(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)





Delaware (STATE OR OTHER JURISDICTION OF INCORPORATION)001-11241 (COMMISSION FILE NUMBER)37-1105865 (IRS EMPLOYER IDENTIFICATION NUMBER)





2120 West End Avenue, Nashville, Tennessee    37203-0001 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)    (ZIP CODE)


Registrant’s telephone number, including area code: (615) 341-1000





Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)





o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)





o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))





o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











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I tem 8.01 Other Events .


Exhibits are filed herewith in connection with the issuance on March 5, 2015 by Caterpillar Financial Services Corporation (the “Company”) of (i) $250,000,000 aggregate principal amount of its Medium-Term Notes, Series H, Floating Rate Notes due 2017 (the “Floating Rate Notes”), (ii) $500,000,000 aggregate principal amount of its Medium-Term Notes, Series H, 2.000% Notes due 2020 (the “2020 Notes”) and (iii) $125,000,000 aggregate principal amount of its Medium-Term Notes, Series H, 3.250% Notes due 2024 (the “2024 Notes” and, together with the Floating Rate Notes and the 2020 Notes, the “Notes”) pursuant to the Company’s previously filed Registration Statement on Form S-3 (Registration No. 333-195039) (the “Registration Statement”) and the related Prospectus dated April 4, 2014, Prospectus Supplement dated April 4, 2014 and Pricing Supplements, each dated February 26, 2015, relating to the Floating Rate Notes, the 2020 Notes and the 2024 Notes, respectively.


The 2024 Notes will constitute a further issuance of, and will be consolidated with, the $250,000,000 aggregate principal amount of Medium-Term Notes, Series H, 3.250% Notes Due 2024 issued by the Company on December 1, 2014 and, upon completion of the offering of the 2024 Notes, the aggregate principal amount outstanding of Medium-Term Notes, Series H, 3.250% Notes Due 2024 will be $375,000,000.





Item 9.01. Financial Statements and Exhibits .





(d) Exhibits . The following Exhibits are filed as part of this Report and as Exhibits to the Registration Statement:





ExhibitNumberDescription5.1Opinion of Sidley Austin LLP, as to the legality of the Notes.23.1Consent of Sidley Austin LLP (included as part of Exhibit 5.1).








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SIGNATURE





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.





Caterpillar Financial Services CorporationBy:/s/ Leslie S. ZmuggName: Leslie S. Zmugg Title:   Secretary





Date: March 5, 2015








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EXHIBIT INDEX








ExhibitNumberDescription5.1Opinion of Sidley Austin LLP, as to the legality of the Notes.23.1Consent of Sidley Austin LLP (included as part of Exhibit 5.1).








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