Caterpillar (CAT) 10-K risk factor changes: FY2022 vs FY2021

[removed: The COVID-19 pandemic could materially adversely affect our] [added: our] business, results of operations and/or financial condition.

[removed: COVID 19] [added: For example, the COVID-19 pandemic] has had, and continues to have, a significant impact around the world, prompting governments and businesses to take unprecedented measures in response.

The COVID-19 pandemic has [removed: also] significantly increased economic and customer demand uncertainty, has caused inflationary pressure in the U.S. and elsewhere and has led to volatility in customer demand for the Company’s products and services and caused supply chain disruptions.

Economic conditions affecting the industries we serve may [removed: in the future also lead to reduced] [added: reduce] capital expenditures [removed: by our customers.][added: in response to a variety of the aforementioned conditions.]

[removed: Reduced] [added: Reduction in these] capital expenditures [removed: by our customers are likely to] [added: may] lead to [removed: a decrease in the] [added: decreased] demand for [removed: our] [added: Caterpillar] products and services [removed: and may also result in a decrease in demand for] [added: as well as] aftermarket parts as customers [removed: are likely] [added: may choose] to extend preventative maintenance [removed: schedules] and delay [removed: major] overhauls when possible.

Additionally, we have experienced and expect to continue to experience transportation delays for parts, components and finished machines due to [removed: significant demands in global transportation] [added: capacity constraints] and congestion at ports throughout the [removed: globe.][added: globe although the situation has improved compared to recent periods.]

Our business could be negatively impacted by adverse fluctuations in freight costs, [added: fuel costs (e.g., diesel, bunker, jet),] limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure at important geographic points of exit and entry for our products.

[added: This is dependent on a number of factors, including our] ability to maintain key dealer relationships; our ability to produce products that meet the quality, performance and price expectations of our customers and our ability to develop effective sales, advertising and marketing programs.

In addition, data we collect, store and process are subject to a variety of U.S. and international laws and regulations, such as the European Union's General Data Protection Regulation [removed: that became effective in May 2018] and the California Consumer Privacy [removed: Act that became effective in January 2020,] [added: Act,] which may carry significant potential penalties for noncompliance.

Natural disasters, pandemic illness, [removed: including the current COVID-19 outbreak,] [added: such as COVID-19,] equipment failures, power outages or other unexpected events could result in physical damage to and complete or partial closure of one or more of our manufacturing facilities or distribution centers, temporary or long-term disruption in the supply of component products from some local and international suppliers, and disruption and delay in the transport of our products to dealers, end-users and distribution centers.

Failure to maintain our credit ratings [removed: would] [added: could] increase our cost of borrowing and could adversely affect our cost of funds, liquidity, competitive position and access to capital markets.

A downgrade of our credit rating by any of the major credit rating agencies [removed: would] [added: could] result in increased borrowing costs and could adversely affect Caterpillar’s and Cat Financial’s liquidity, competitive position and access to the capital markets, including restricting, in whole or in part, access to the commercial paper market.

Cat Financial has continued to maintain access to key global [removed: medium- term] [added: medium-term] note and commercial paper markets, but there can be no assurance that such markets will continue to represent a reliable source of financing.

Cat Financial also could [removed: and] be required to draw upon contractually committed lending agreements and/or seek other funding sources.

- Cat Financial’s ability to engage in routine funding transactions or to [removed: engage or to] borrow from other financial institutions on acceptable terms or at all could be adversely affected by disruptions in the capital markets or other events, including actions by rating agencies and deteriorating investor expectations.

- As Cat Financial’s [removed: lending] [added: borrowing] agreements are primarily with financial institutions, their ability to perform in accordance with any of our underlying agreements could be adversely affected by market volatility and/or disruptions in financial markets.

[removed: On November 18, 2020,] [added: Immediately following the LIBOR publication on December 31, 2021,] ICE Benchmark Administration [removed: ("IBA"), the administrator of USD LIBOR, announced plans to consult on its intention to cease] [added: ("IBA") ceased] the publication of all GBP, EUR, CHF and JPY LIBOR [removed: settings immediately following] [added: settings, as well as] the [added: one-week and two-month USD] LIBOR [removed: publication on December 31, 2021.][added: tenors.]

On November 30, 2020, IBA, with the support of the United States Federal Reserve and the FCA, announced plans to consult on ceasing publication of [removed: USD LIBOR on December 31, 2021 for only the one-week and two-month] [added: all other remaining] USD LIBOR [removed: tenors, and] [added: tenors] on June 30, [removed: 2023 for all other USD LIBOR tenors.][added: 2023.]

While the November 30 announcement [removed: extends] [added: extended] the transition period to June 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop new USD LIBOR issuances by the end of 2021.

Cat Financial [removed: has] created a cross-functional team that [removed: will assess] [added: assesses] risk across multiple categories as it relates to the use of LIBOR in securities, loans, derivatives, and other financial obligations or extensions of credit held by or due to us.

Significant adverse changes in credit or capital markets could result in actual rates of return [added: on pension investments] being materially lower than projected and result in increased contribution requirements.

We may [added: be required to make material contributions to our pension plans in the future and may] fund contributions through the use of cash on hand, the proceeds of borrowings, shares of our common stock or a combination of the foregoing, as permitted by applicable law.

The energy, transportation, and mining industries are significant adopters of Caterpillar products.

In these industries customers are likely to base their purchase decisions upon expected future commodity dynamics, including price.

Commodity prices, especially in the post-COVID period, have experienced frequent volatility.

Volatility in these markets may be abrupt and unpredictable in response to global economic conditions, government actions, regulatory changes, supply/demand dynamics, innovation, and commodity substitutions among others.

Catastrophic events, including global pandemics such as the COVID-19 pandemic, could materially adversely affect

The occurrence of a major earthquake, fire, flood, tsunami or other weather event, power loss, telecommunications failure, software or hardware malfunctions, pandemics (including the COVID-19 pandemic), cyber-attack, war, terrorist attack or other catastrophic event that our disaster recovery plans do not adequately address, could adversely affect our employees, our systems, our ability to produce and distribute our products, and our reputation.

A catastrophic event resulting in the destruction or disruption of our workforce, our systems, our ability to produce and distribute our products, any of our data centers or our critical business or information technology systems could adversely affect our ability to conduct normal business operations and our operating results or cash flows.

The adverse effects of any such catastrophic event would be exacerbated if experienced at the same time as another unexpected and adverse event, such as the COVID-19 pandemic.

While interest rates had remained at historically low levels in recent years, the Federal Reserve Board significantly increased the federal funds rate in 2022 and has indicated that it expects continued increases in interest rates in 2023 and 2024 to combat rising inflation in the U.S. Because a significant number of the loans made by Cat Financial are made utilizing fixed interest rates, its business results are subject to fluctuations in interest rates.

Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, was signed into law in the U.S. This legislation establishes a uniform benchmark replacement process for financial contracts maturing after June 30, 2023 that do not contain clearly defined or practicable fallback provisions.

The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Federal Reserve.

The Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated by short-term repurchase agreements, backed by Treasury securities, as its preferred alternative rate for LIBOR.

At this time, it is not possible to predict how markets will respond to SOFR or other alternative reference rates as the transition away from the LIBOR benchmarks is anticipated in coming years.

There continue to be uncertainties regarding the transition from LIBOR, including but not limited to the need to renegotiate certain terms of our loan agreements with LIBOR as the referenced rate, which could require us to incur significant expense and may subject us to disputes or litigation over the appropriateness or comparability to LIBOR of the replacement reference rates.

We use many assumptions in determining our future payment obligations under the plans.

RISKS RELATED TO THE COVID-19 PANDEMIC

COVID-19 was identified in late 2019 and spread globally.

Efforts to combat the virus have been complicated by viral variants and access to, and acceptance and effectiveness of, vaccines globally.

The COVID-19 pandemic caused a global recession and the sustainability of the economic recovery observed in 2021 remains unclear.

Continued uncertainties related to the magnitude, duration and persistent effects of the COVID-19 pandemic may adversely affect our business.

These uncertainties include, among other things: the duration and impact of the resurgence in COVID-19 cases in any country, state, or region; the emergence, contagiousness, and threat of new and different strains of the virus; the availability, acceptance, and effectiveness of vaccines; prolonged reduction or closure of the Company’s operations; disruptions in the supply chain; labor inefficiencies; increased logistics costs; the impact of the pandemic on the Company’s customers and dealers; the impact of disruptions in the global capital markets and/or declines in our financial performance or credit ratings, which could impact the Company’s ability to obtain funding in the future; and the impact of the pandemic on customer demand

for our products and services as discussed above.

All of these factors could materially and adversely affect our business, results of operations and/or financial condition.

The ultimate impact of the COVID-19 pandemic on the Company’s financial and operational results will be determined by the length of time that the pandemic continues, its effect on the demand for the Company’s products and services and the supply chain, as well as the effect of governmental regulations imposed in response to the pandemic.

The overall magnitude of the COVID-19 pandemic and the continued fluidity of the situation could materially and adversely impact our business, results of operations and/or financial condition.

The energy, transportation and mining industries are major users of our products, including the mineral extraction, oil and natural gas industries.

Customers in these industries frequently base their decisions to purchase our products and services on the expected future performance of these industries, which in turn are dependent in part on commodity prices.

Prices of commodities in these industries are frequently volatile and can change abruptly and unpredictably in response to general economic conditions and trends, government actions, regulatory actions, commodity inventories, production and consumption levels, technological innovations, commodity substitutions, market expectations and any disruptions in production or distribution or changes in consumption.

This is dependent on a number of factors, including our

Because a significant number of the loans made by Cat Financial are made at fixed interest rates, its business results are subject to fluctuations in interest rates.

These reforms may cause LIBOR to cease to exist, new methods of calculating LIBOR to be established if LIBOR continues to exist after 2021 or alternative reference rates to be established.

In determining our future payment obligations under the plans, we assume certain rates of return on the plan assets and a certain level of future benefit payments.

We expect to make contributions to our pension plans in the future, and may be required to make contributions that could be material.

Our discussion also contains certain [removed: forward looking] [added: forward-looking] statements related to future events and expectations.

Risk Factors of the [removed: 2021] [added: 2022] Form 10-K.

- Sales and revenues for [removed: 2021] [added: 2022] were [removed: $50.971] [added: $59.427] billion, an increase of [removed: 22 percent from 2020.][added: $8.456 billion, or 17 percent, compared with $50.971 billion for 2021.]

Sales were higher [removed: across all regions and] in the three primary segments.

- Operating profit as a percent of sales and revenues was [removed: 13.5] [added: 13.3] percent in [removed: 2021,] [added: 2022,] compared with [removed: 10.9] [added: 13.5] percent in [removed: 2020.][added: 2021.]

[removed: -] Profit [removed: was $11.83] per share for [removed: 2021,] [added: 2021 was $11.83,] and excluding the items in the table below, [removed: adjusted] [added: adjusted] profit per [removed: share] [added: share] was $10.81.

[removed: For 2020, profit was $5.46] [added: - Profit] per [removed: share,] [added: share for 2022 was $12.64,] and excluding the items in the table below, [removed: adjusted] [added: adjusted] profit per [removed: share] [added: share] was [removed: $6.56.][added: $13.84.]

A detailed reconciliation of GAAP to non-GAAP financial measures is included on page [removed: 54.][added: 49.]

| | | | | | | Full Year [removed: 2021] [added: 2022] | | | | | | | | | Full Year [removed: 2020] [added: 2021] | | | | | |

| Profit............................................................................. | | | | | | $ | [removed: 8,204] [added: 8,752] | | $ | [removed: 11.83] [added: 12.64] | | | | | $ | [removed: 3,995] [added: 8,204] | | $ | [removed: 5.46] [added: 11.83] | |

| Mark-to-market (gains) losses...................................... | | | | | | [removed: (833)] [added: (606)] | | | [removed: (1.17)] [added: (0.91)] | | | | | | [removed: 383] [added: (833)] | | | [removed: 0.55] [added: (1.17)] | | |

| Restructuring costs....................................................... | | | | | | [removed: 90] [added: 299] | | | [removed: 0.15] [added: 0.43] | | | | | | [removed: 354] [added: 90] | | | [removed: 0.55] [added: 0.15] | | |

| Adjusted profit............................................................... | | | | | | $ | [removed: 7,461] [added: 9,370] | | $ | [removed: 10.81] [added: 13.84] | | | | | $ | [removed: 4,732] [added: 7,461] | | $ | [removed: 6.56] [added: 10.81] | |

- Enterprise operating cash flow was [removed: $7.2] [added: $7.8] billion in [removed: 2021.][added: 2022.]

Caterpillar ended [removed: 2021] [added: 2022] with [removed: $9.3] [added: $7.0] billion of enterprise cash.

Our sales and revenues for [removed: 2021] [added: 2022] were [removed: $50.971] [added: $59.427] billion, an increase of [removed: $9.223] [added: $8.456] billion, or [removed: 22] [added: 17] percent, compared with [removed: $41.748] [added: $50.971] billion [removed: in 2020.][added: for 2021.]

The increase [added: in sales volume] was [removed: primarily due to higher sales volume,] driven by [removed: higher end-user demand for equipment and services and] the impact from changes in dealer inventories, [removed: along with favorable price realization.][added: increased services and higher sales of equipment to end users.]

Profit per share was [removed: $11.83] [added: $12.64] in [removed: 2021,] [added: 2022,] compared with profit per share of [removed: $5.46] [added: $11.83] in [removed: 2020.][added: 2021.]

Profit was [removed: $6.489] [added: $6.705] billion in [removed: 2021,] [added: 2022,] compared with [removed: $2.998] [added: $6.489] billion in [removed: 2020.][added: 2021.]

The increase was [removed: primarily] due to higher sales volume and favorable price realization.

[removed: Mark-to-market gains for remeasurement of pension and other postemployment benefit (OPEB) plans, a lower effective tax rate,] [added: The increase was primarily due to] favorable [removed: impacts from foreign currency exchange (gains) losses] [added: price realization] and [removed: lower restructuring expenses were mostly] [added: higher sales volume, partially] offset by unfavorable manufacturing [removed: costs and] [added: costs, a goodwill impairment charge,] higher selling, general and administrative (SG&A) and research and development (R&D) [removed: expenses.][added: expenses, lower mark-to-market gains for remeasurement of pension and other postemployment benefit (OPEB) plans and higher restructuring costs.]

[removed: Response to COVID-19 and Global] [added: *Global] Business [removed: Conditions:][added: Conditions*]

[removed: Operations] [added: We] continue to [removed: be impacted by] [added: monitor] a variety of external factors [removed: including] [added: around] the [removed: pandemic,] [added: world, such as] supply chain [removed: disruptions and associated] [added: disruptions, inflationary] cost and labor pressures.

In addition, our suppliers are dealing with availability issues and freight delays, which [removed: leads to delays of] [added: could impact] production in our facilities.

[removed: We] [added: Contingency plans have been developed and] continue to [removed: develop and modify contingency plans] [added: be modified] to minimize supply chain challenges that may impact our ability to meet increasing customer demand.

- Glossary of terms included on pages [removed: 40-42;] [added: 35-37;] first occurrence of terms shown in bold italics.

- Information on non-GAAP financial measures is included on page [removed: 54.][added: 49.]

[removed: CONSOLIDATED SALES AND REVENUES][added: | Consolidated Sales and Revenues | | | $ | 22,023 | | | | | | | | | | | $ | 5,086 | | | | | | | | | | | $ | 12,137 | | | | | | | | | | | $ | 11,725 | | | | | | | | | | | $ | 50,971 | | | | | | | | | | | $ | — | | | | | | | | | | | $ | 50,971 | | | | | | | |]

[removed: ][added: ]

The chart above graphically illustrates reasons for the change in consolidated sales and revenues between [removed: 2020] [added: 2021] (at left) and [removed: 2021] [added: 2022] (at right).

Total sales and revenues for [removed: 2021] [added: 2022] were [removed: $50.971] [added: $59.427] billion, an increase of [removed: $9.223] [added: $8.456] billion, or [removed: 22] [added: 17] percent, compared with [removed: $41.748] [added: $50.971] billion in [removed: 2020.][added: 2021.]

The increase [removed: was primarily due to higher] [added: in] sales [removed: volume,] [added: volume was] driven by [removed: higher end-user demand for equipment and services and] the impact from changes in dealer inventories, [removed: along with favorable price realization.][added: higher sales of equipment to end users and higher sales of aftermarket parts.]

Dealers [removed: decreased] [added: increased] their inventories about [removed: $2.9] [added: $2.4] billion in [removed: 2020,] [added: 2022,] compared to a decrease of about $100 million in 2021.

North America sales increased [removed: 23] [added: 29] percent driven by [removed: higher end-user demand for equipment and services,] [added: favorable price realization,] the impact from changes in dealer [removed: inventories] [added: inventories, increased services] and [removed: favorable price realization.][added: higher sales of equipment to end users.]

Dealers [removed: decreased] [added: increased] inventories more during [removed: 2020] [added: 2022] than during 2021.

Sales increased [removed: 51] [added: 33] percent in [removed: Latin America] [added: Latin America] due to higher [removed: end-user demand for] [added: sales of] equipment [removed: and services] [added: to end users, favorable price realization] and the impact from changes in dealer inventories.

Dealers decreased inventories during [removed: 2020,] [added: 2021,] compared [removed: to] [added: with] an increase during [removed: 2021.][added: 2022.]

[removed: EAME] [added: EAME] sales increased [removed: 24] [added: 6] percent due to [removed: higher end-user demand for equipment and services,] [added: favorable price realization,] the impact [removed: of] [added: from] changes in dealer [removed: inventories, favorable] [added: inventories and higher sales of equipment to end users, partially offset by unfavorable] currency impacts [removed: primarily] related to [removed: a stronger] [added: the] euro and British [removed: pound and favorable price realization.][added: pound.]

Asia/Pacific sales increased [removed: 15] [added: 2] percent driven by [removed: higher end-user demand for equipment and services,] [added: favorable price realization,] the impact [removed: of] [added: from] changes in dealer inventories and [removed: favorable] [added: higher services, partially offset by lower sales of equipment to end users and unfavorable] currency impacts related to [removed: a stronger] [added: the] Australian dollar and [removed: Chinese yuan.][added: Japanese yen.]

Dealers [removed: decreased] [added: increased] their inventories during [removed: 2020,] [added: 2022,] compared to remaining about flat during 2021.

Highlights for the full-year 2022 include:

Adjusted operating profit margin was 15.4 percent in 2022, compared with 13.7 percent in 2021.

| Goodwill impairment..................................................... | | | | | | 925 | | | 1.68 | | | | | | — | | | — | | |

The increase was primarily due to favorable price realization and higher sales volume, partially offset by unfavorable currency impacts related to the euro, Australian dollar and Japanese yen.

Trends and Economic Conditions

*Outlook for Key End Markets*

In Construction Industries, we see positive momentum in 2023 for North America.

We expect non-residential construction in North America to grow due to the positive impact of government-related infrastructure investments, healthy backlogs and rental replenishment.

Residential construction continues to moderate due to tightening financial conditions but remains at a healthy level.

In Asia Pacific, excluding China, we expect growth due to public infrastructure spending and supportive commodity prices.

We expect continued weakness in China in the excavator industry above 10-tons, which we anticipate to remain below 2022 levels due to low construction activity.

In EAME, business activity is expected to be about flat versus 2022 based on healthy backlogs and strong construction demand in the Middle East, offset by uncertain economic conditions in Europe.

Construction activity in Latin America is expected to be flat to slightly down versus a strong 2022 performance.

In Resource Industries, we expect healthy mining demand to continue as commodity prices remain above investment thresholds; however, customers continue to remain capital disciplined.

We anticipate production and utilization levels will remain elevated, and our autonomous solutions continue to gain momentum.

We expect the continuation of high equipment utilization and a low level of parked trucks, which support future demand for our equipment and services.

The energy transition is expected to support increased commodity demand, expanding our total addressable market and providing opportunities for profitable growth.

In heavy construction and quarry and aggregates, we anticipate continued growth supported by infrastructure and major non-residential construction projects.

In Energy & Transportation, we expect sales growth due to strong order rates in most applications.

In Oil & Gas, although customers remain disciplined, we are encouraged by continued strength in demand and order intake for the year.

New equipment orders for Solar Turbines continue to be robust.

Power Generation orders are expected to remain healthy, including data center strength.

Industrial remains healthy with momentum continuing for 2023.

In Rail, North America new locomotives are expected to remain muted.

We anticipate strength in high-speed marine as customers continue to upgrade aging fleets.

*Company Trends and Expectations*

For the full-year 2023, we expect sales to increase compared to 2022, supported by favorable price realization.

Although we expect stronger sales of equipment to end users in 2023, we do not anticipate a significant change in dealer inventory by year end.

2023 sales are expected to follow a more traditional seasonal pattern, with first quarter being the lowest of the year.

Demand remains strong given the robust order backlog and improving supply chain dynamics.

In addition, services momentum is expected to continue this year as we continue to execute our services growth strategy.

We expect sales to increase in the first quarter of 2023, compared to the first quarter of 2022, driven by favorable price realization and slightly stronger sales volume, which reflects higher sales of equipment to end users.

We expect a seasonal build in dealer inventory in the first quarter of 2023.

Sales should increase across the three primary segments in the first quarter of 2023, compared to the first quarter of 2022.

We expect operating profit to increase in 2023, compared to 2022.

Pricing actions from 2022 will continue to impact 2023 and we will evaluate future actions as appropriate to offset inflationary pressures.

We currently expect to see moderation of price realization and input cost inflation throughout 2023.

Price realization is expected to more than offset manufacturing costs for 2023.

Increases in SG&A/R&D expenses are expected to exceed the benefit of lower short-term incentive compensation expense in 2023 as we continue to invest in strategic initiatives such as services growth and technology, including digital, electrification and autonomy.

We anticipate higher pension expense within other income (expense) in 2023, compared to 2022, due to higher interest costs from higher interest rates.

Highlights for 2021 include:

Fourth-quarter 2021 sales and revenues were $13.798 billion, up $2.563 billion, or 23 percent, from $11.235 billion in the fourth quarter of 2020.

Fourth-quarter 2021 profit was $3.91 per share, compared with $1.42 per share in the fourth quarter of 2020.

Fourth-quarter 2021 profit was $2.120 billion, compared with $780 million in the fourth quarter of 2020.

We continue to monitor a variety of external factors including the ongoing impact of the COVID-19 pandemic around the world and have implemented safeguards in our facilities to protect team members in line with local governmental requirements and guidance from health authorities.

To help mitigate supply chain challenges, we have proactively redirected components and altered our assembly processes.

We will continue to monitor the situation as conditions remain fluid and evolve, but we expect these challenges to continue this year.

Caterpillar management utilizes these charts internally to visually communicate with the company’s Board of Directors and employees.

Dealers are independent, and the reasons for changes in their inventory levels vary, including their expectations of future demand and product delivery times.

Dealers’ demand expectations take into account seasonal changes, macroeconomic conditions, machine rental rates and other factors.

Delivery times can vary based on availability of product from Caterpillar factories and product distribution centers.

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| Sales and Revenues by Segment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Construction Industries | | | | | | $ | 16,918 | | | | | $ | 4,063 | | | | | $ | 732 | | | | | $ | 323 | | | | | | | | | | | $ | 70 | | | | | $ | 22,106 | | | | | $ | 5,188 | | | | | 31 | | % |

| Resource Industries | | | | | | 7,906 | | | | | | 1,833 | | | | | | 100 | | | | | | 123 | | | | | | | | | | | | 1 | | | | | | 9,963 | | | | | | 2,057 | | | | | | 26 | | % |

| Energy & Transportation | | | | | | 17,470 | | | | | | 1,683 | | | | | | 101 | | | | | | 222 | | | | | | | | | | | | 811 | | | | | | 20,287 | | | | | | 2,817 | | | | | | 16 | | % |

| Consolidated Sales and Revenues | | | | | | $ | 41,748 | | | | | $ | 7,563 | | | | | $ | 932 | | | | | $ | 671 | | | | | | | | | | | $ | 57 | | | | | $ | 50,971 | | | | | $ | 9,223 | | | | | 22 | | % |

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| Sales and Revenues by Geographic Region | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | North America | | | | | | | | | | | | Latin America | | | | | | | | | | | | EAME | | | | | | | | | | | | Asia/Pacific | | | | | | | | | | | | External Sales and Revenues | | | | | | | | | | | | Inter-Segment | | | | | | | | | | | | Total Sales and Revenues | | | | | | | | |

| Consolidated Sales and Revenues | | | $ | 22,023 | | | | | 21% | | | | | | $ | 5,086 | | | | | 48% | | | | | | $ | 12,137 | | | | | 23% | | | | | | $ | 11,725 | | | | | 14% | | | | | | $ | 50,971 | | | | | 22% | | | | | | $ | — | | | | | —% | | | | | | $ | 50,971 | | | | | 22 | | % |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Construction Industries | | | $ | 7,365 | | | | | | | | | | | $ | 1,031 | | | | | | | | | | | $ | 3,466 | | | | | | | | | | | $ | 5,014 | | | | | | | | | | | $ | 16,876 | | | | | | | | | | | $ | 42 | | | | | | | | | | | $ | 16,918 | | | | | | | |

| Resource Industries | | | 2,286 | | | | | | | | | | | | 1,253 | | | | | | | | | | | | 1,570 | | | | | | | | | | | | 2,337 | | | | | | | | | | | | 7,446 | | | | | | | | | | | | 460 | | | | | | | | | | | | 7,906 | | | | | | | | |

| Energy & Transportation | | | 6,843 | | | | | | | | | | | | 932 | | | | | | | | | | | | 4,448 | | | | | | | | | | | | 2,441 | | | | | | | | | | | | 14,664 | | | | | | | | | | | | 2,806 | | | | | | | | | | | | 17,470 | | | | | | | | |

| Machinery, Energy & Transportation | | | 16,459 | | | | | | | | | | | | 3,216 | | | | | | | | | | | | 9,504 | | | | | | | | | | | | 9,843 | | | | | | | | | | | | 39,022 | | | | | | | | | | | | — | | | | | | | | | | | | 39,022 | | | | | | | | |

| Financial Products Segment | | | 1,930 | | | | | | | | | | | | 257 | | | | | | | | | | | | 392 | | | | | | | | | | | | 465 | | | | | | | | | | | | 3,044 | | | 1 | | | | | | | | | — | | | | | | | | | | | | 3,044 | | | | | | | | |

| Financial Products Revenues | | | 1,755 | | | | | | | | | | | | 216 | | | | | | | | | | | | 354 | | | | | | | | | | | | 401 | | | | | | | | | | | | 2,726 | | | | | | | | | | | | — | | | | | | | | | | | | 2,726 | | | | | | | | |

| Consolidated Sales and Revenues | | | $ | 18,214 | | | | | | | | | | | $ | 3,432 | | | | | | | | | | | $ | 9,858 | | | | | | | | | | | $ | 10,244 | | | | | | | | | | | $ | 41,748 | | | | | | | | | | | $ | — | | | | | | | | | | | $ | 41,748 | | | | | | | |

In addition, unfavorable period manufacturing costs were driven by higher short-term incentive compensation expense, which was reinstated in 2021, and higher labor costs.

Unfavorable period manufacturing costs were mostly offset by favorable cost absorption and lower warranty expense.

Cost absorption was favorable as inventory increased more during 2021 than during 2020.

Short-term incentive compensation expense, which was reinstated in 2021, was $1.3 billion in 2021, compared to no short-term incentive compensation expense recognized in 2020.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Profit (Loss) by Segment | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Construction Industries | | | | | | $ | 3,706 | | | | | $ | 2,373 | | | | | $ | 1,333 | | | | | 56 | | % |

| Resource Industries | | | | | | 1,291 | | | | | | 896 | | | | | | 395 | | | | | | 44 | | % |

With [removed: 2021] [added: 2022] sales and revenues of [removed: $50.971] [added: $59.427] billion, Caterpillar is the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives.

Other information about our operations in [removed: 2021,] [added: 2022,] including certain risks associated with our operations, is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The majority of Construction Industries' research and development spending in [removed: 2021] [added: 2022] focused on the next generation of construction machines.

Examples of global competitors include CASE (part of CNH Industrial N.V.), Deere Construction & Forestry (part of Deere & Company), Doosan [removed: Infracore Co., Ltd.,] [added: Bobcat (Part of Doosan Group),] Hitachi Construction Machinery Co., Ltd., Hyundai Construction Equipment Co., Ltd., Hyundai Doosan Infracore Co., Ltd. [removed: and Hyundai Construction Equipment Co., Ltd.] (both part of Hyundai Heavy Industries [removed: Holdings Co.),] [added: Group),] J.C. Bamford Excavators Ltd., Kobelco Construction Machinery (part of Kobe Steel, Ltd), Komatsu Ltd., Kubota Farm & Industrial Machinery (part of Kubota Corporation), [added: Sany Heavy Industry Co., Ltd.,] and Volvo Construction Equipment (part of the Volvo Group).

As an example of regional and local competitors, our competitors in China also include Guangxi LiuGong Machinery Co., Ltd., Longking Holdings Ltd., Sany Heavy Industry [removed: Co., Ltd.,] [added: Co,] XCMG Construction Machinery Co., Ltd., Shandong Lingong Construction Machinery Co., Ltd. (SDLG, [removed: part of the] [added: JV with] Volvo [removed: Group)] [added: Construction Equipment)] and Shantui Construction Machinery Co., Ltd., (part of Shandong Heavy Industry Group Co.).

The Construction Industries product portfolio includes the following [removed: machines and] [added: product families as well as] related parts and [removed: work] tools:

| · [removed: compact track] [added: compact, small] and | | | | | | · [removed: site prep tractors] [added: mini, small, medium] | | | | | | [removed: · compact, small and] [added: track-type tractors] | | |

| multi-terrain loaders | | | | | | · [removed: skid steer loaders] [added: pipelayers] | | | | | | [removed: medium] [added: ·] wheel [removed: loaders] [added: excavators] | | |

We develop and manufacture high productivity equipment for both surface and underground mining operations around the world, as well as provide [removed: drivetrains,] hydraulic systems, electronics and software for Caterpillar machines and engines.

We believe our ability to control the integration and design of key machine components [added: and innovative technologies] represents a competitive advantage.

The Resource Industries product portfolio includes the following machines and related parts and [removed: services][added: services:]

The product and services portfolio includes reciprocating engines, generator sets, integrated systems and solutions, turbines and turbine-related services, [added: electrified powertrain and zero-emission power sources and service solutions development,] the remanufacturing of Caterpillar engines and components and remanufacturing services for other companies, diesel-electric locomotives and other rail-related products and services and product support of on-highway vocational trucks for North America.

- Reciprocating [removed: engines] [added: engines, drivetrain] and integrated systems and solutions supplied to the industrial industry as well as Caterpillar machinery

- Reciprocating [removed: engines] [added: engines, drivetrain] and integrated systems and solutions for the marine and oil and gas industries

Cat Financial is a wholly owned finance subsidiary of Caterpillar Inc. and it provides retail and wholesale financing to customers and dealers around the world for Caterpillar products and services, as well as financing for [removed: vehicles,] [added: vehicles and] power generation facilities [removed: and marine vessels] that, in most cases, incorporate Caterpillar products.

A significant portion of our activity is conducted in North America and we have additional offices and subsidiaries in Latin America, Asia/Pacific, [removed: Europe, Africa] [added: Europe] and [removed: the Middle East.][added: Africa.]

Cat Financial’s retail loans [removed: (totaling 48 percent*)] include:

- Installment sale contracts, which are equipment loans that enable customers to purchase equipment with [removed: a down payment or trade-in and structure] [added: structured] payments over time.

Cat Financial's retail leases [removed: (totaling 36 percent*)] include:

Cat Financial also purchases short-term receivables from [removed: Caterpillar (15 percent*).][added: Caterpillar.]

Cat Financial’s wholesale loans and leases [removed: (1 percent*)] include inventory/rental programs, which provide assistance to dealers by financing their new Caterpillar inventory and rental fleets.

[removed: We and] [added: Cat Financial works with the broader] Caterpillar [removed: work together] [added: organization] to provide a broad array of financial merchandising programs to compete around the world.

[removed: Cat Financial’s] [added: The] financial results [added: of Cat Financial] are largely dependent upon the ability of Caterpillar dealers to sell equipment and customers’ willingness to enter into financing or leasing agreements.

[removed: Caterpillar Insurance Co.Ltd.] [added: It] also provides reinsurance to Caterpillar Insurance Company under [added: a] quota share reinsurance [removed: agreements] [added: agreement] for [added: its] contractual liability and [removed: contractors'] [added: contractors’] equipment programs in the United States.

The Bermuda Monetary Authority is responsible for monitoring [removed: Caterpillar Insurance Co. Ltd.'s] compliance with solvency [removed: requirements,] [added: requirements] and requires an Annual Financial Filing for this purpose.

It provides [added: brokerage and] insurance services for all property and casualty and life and health lines of business.

- Life, [removed: health] [added: disability, medical] and [removed: disability] [added: accident] reinsurance for Caterpillar's international employee benefits program (non-U.S.).

The dollar amount of backlog believed to be firm was approximately [removed: $23.1] [added: $30.4] billion at December 31, [removed: 2021] [added: 2022] and [removed: $14.2] [added: $23.1] billion at December 31, [removed: 2020.][added: 2021.]

Compared with year-end [removed: 2020,] [added: 2021,] the order backlog increased [removed: across] [added: for both] the [removed: three primary] [added: Energy & Transportation and Construction Industries] segments, with the largest increase in Energy & Transportation.

Of the total backlog at December 31, [removed: 2021,] [added: 2022,] approximately [removed: $4.3] [added: $5.5] billion was not expected to be filled in [removed: 2022.][added: 2023.]

We distribute our machines principally through a worldwide organization of dealers (dealer network), [removed: 44] [added: 43] located in the United States and [removed: 116] [added: 113] located outside the United States, serving [removed: 193] [added: 192] countries.

We also sell some of the reciprocating engines manufactured by our subsidiary Perkins Engines Company Limited through its worldwide network of [removed: 90] [added: 88] distributors covering [removed: 171] [added: 185] countries.

In [removed: 2021,] [added: 2022,] the Company achieved a recordable injury frequency rate of [removed: 0.41,] [added: 0.44,] compared to the [removed: 2020] [added: 2021] recordable injury frequency rate of [removed: 0.42.][added: 0.41.]

As of December 31, [removed: 2021,] [added: 2022,] we employed about [removed: 107,700] [added: 109,100] full-time persons of whom approximately [removed: 63,400] [added: 60,900] were located outside the United States.

In the United States, we employed approximately [removed: 44,300] [added: 48,200] full-time persons, most of whom are at-will employees and, therefore, not subject to any type of employment contract or agreement.

| Inside U.S. | | | [removed: 44,300] [added: 48,200] | | | | | | [removed: 40,300] [added: 44,300] | | | | | |

| Outside U.S. | | | [removed: 63,400] [added: 60,900] | | | | | | [removed: 57,000] [added: 63,400] | | | | | |

| Total | | | [removed: 107,700] [added: 109,100] | | | | | | [removed: 97,300] [added: 107,700] | | | | | |

| North America | | | [removed: 44,700] [added: 48,700] | | | | | | [removed: 40,500] [added: 44,700] | | | | | |

| EAME | | | [removed: 17,600] [added: 16,900] | | | | | | [removed: 17,700] [added: 17,600] | | | | | |

Enterprise Strategy

Our company strategy, rolled out in 2017, reflects our legacy and our continuing commitment to meet the needs of our customers and the communities in which we live and work.

United by our Values, Caterpillar employees around the world share a focused view of our business through the Operating & Execution Model, through which we are making strategic choices today to create long-term profitable growth.

Since 2017, we focused on three strategic areas: Expanded Offerings, Operational Excellence and Services.

In 2022, we updated our strategy to also include sustainability as a strategic focus area.

For nearly 100 years, our longstanding commitment to sustainability has inspired us to set and achieve meaningful environmental, social and governance goals.

It’s also allowed us to develop innovative products, technologies and services to support our customers on their sustainability journey.

The addition of sustainability as a focus area, together with operational excellence, expanded offerings and services, highlights our work to help customers build a better, more sustainable world.

[Table](#i52f2cb26417d40b0aa52c44de003b6f3_7) [of Contents](#i52f2cb26417d40b0aa52c44de003b6f3_7)

| · asphalt pavers | | | | | | · compactors | | | | | | · road reclaimers | | |

| · backhoe loaders | | | | | | · forestry machines | | | | | | · skid steer loaders | | |

| · cold planers | | | | | | · material handlers | | | | | | · small and medium | | |

| medium wheel loaders | | | | | | and large track excavators | | | | | | · telehandlers | | |

| · compact track and | | | | | | · motor graders | | | | | | · track-type loaders | | |

[Table](#i52f2cb26417d40b0aa52c44de003b6f3_7) [of Contents](#i52f2cb26417d40b0aa52c44de003b6f3_7)

[Table](#i52f2cb26417d40b0aa52c44de003b6f3_7) [of Contents](#i52f2cb26417d40b0aa52c44de003b6f3_7)

[Table](#i52f2cb26417d40b0aa52c44de003b6f3_7) [of Contents](#i52f2cb26417d40b0aa52c44de003b6f3_7)

Caterpillar Insurance Co. Ltd. is registered as a Class 2 (General Business) and Class B (Long-Term) insurer with the Bermuda Monetary Authority.

Under its Class 2 insurance license, Caterpillar Insurance Co. Ltd. insures its parent and affiliates for general liability, property, auto liability and cargo.

In addition, Caterpillar Insurance Co. Ltd. reinsures 100% of the international employee benefit plans of Caterpillar Inc. through retrocession agreements with other insurers.

The employee benefits coverages include medical and accident coverages.

which are reported under its Class 2 insurance license and life and disability coverages, which are reported under its Class B insurance license.

[Table](#i52f2cb26417d40b0aa52c44de003b6f3_7) [of Contents](#i52f2cb26417d40b0aa52c44de003b6f3_7)

[Table](#i52f2cb26417d40b0aa52c44de003b6f3_7) [of Contents](#i52f2cb26417d40b0aa52c44de003b6f3_7)

[Table](#i52f2cb26417d40b0aa52c44de003b6f3_7) [of Contents](#i52f2cb26417d40b0aa52c44de003b6f3_7)

Our strategic approach weaves diversity and inclusion seamlessly into the business, ensuring that the principles guide us in our daily operating rhythm.

| | | | 2022 | | | | | | 2021 | | | | | |

| Total | | | 109,100 | | | | | | 107,700 | | | | | |

[Table](#i52f2cb26417d40b0aa52c44de003b6f3_7) [of Contents](#i52f2cb26417d40b0aa52c44de003b6f3_7)

| · asphalt pavers | | | | | | · forestry excavators | | | | | | · small and medium | | |

| · backhoe loaders | | | | | | · motorgraders | | | | | | track-type tractors | | |

| · compactors | | | | | | · pipelayers | | | | | | · track-type loaders | | |

| · cold planers | | | | | | · road reclaimers | | | | | | · wheel excavators | | |

| · mini, small, medium | | | | | | · telehandlers | | | | | | · utility vehicles | | |

| and large excavators | | | | | | | | | | | | | | |

- Governmental lease-purchase plans in the U.S. that offer low interest rates and flexible terms to qualified non-federal government agencies.

*Indicates the percentage of Cat Financial’s total portfolio at December 31, 2021.

We define total portfolio as total finance receivables (net of unearned income and allowance for credit losses) plus equipment on operating leases, less accumulated depreciation.

For more information on the above and Cat Financial’s concentration of credit risk, please refer to Note 7 — “Cat Financial Financing Activities” of Part II, Item 8 "Financial Statements and Supplementary Data."

_____________________________

Caterpillar Insurance Co. Ltd. holds a Class 2 license (as defined by the Bermuda Insurance Amendment Act of 1995), which primarily insures its parent and affiliates.

Finally, Caterpillar Insurance Co. Ltd. holds a Class B license to provide life and disability reinsurance covering Caterpillar Inc.'s International employee benefits program.

The COVID-19 pandemic has continued to further reinforce the importance of a safe and healthy workforce.

In response to the pandemic, the Company continues to utilize safeguards to protect our essential employees, including increased frequency of cleaning and disinfecting, social distancing practices, face coverings, temperature screening, supporting vaccination opportunities in many workplaces and paid time off to receive vaccinations away from work.

We implemented workplace pandemic measures consistent with specific regulatory requirements and guidance from health authorities.

We also maintained travel restrictions and remote work, for employees who were able to work from home.

Our medical teams provide ongoing training and education to support the emotional health and resilience of our workforce.

| | | | 2021 | | | | | | 2020 | | | | | |

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2021][added: 2022]

Registrant’s telephone number, including area code: [removed: (224) 551-4000][added: (972) 891-7700]

As of June 30, [removed: 2021,] [added: 2022,] there were [removed: 547,471,467] [added: 527,909,143] shares of common stock of the Registrant outstanding, and the aggregate market value of the voting stock held by non-affiliates of the Registrant (assuming only for purposes of this computation that directors and executive officers may be affiliates) was approximately [removed: $118.1] [added: $94.7] billion.

As of December 31, [removed: 2021,] [added: 2022,] there were [removed: 535,888,051] [added: 516,345,490] shares of common stock of the Registrant outstanding.

| Part III | | | [removed: 2022] [added: 2023] Annual Meeting Proxy Statement (Proxy Statement) to be filed with the Securities and Exchange Commission (SEC) within 120 days after the end of the fiscal year. | | |

| [Part [removed: I](#ibd4bcc47c5a4429ea24ddb7614e6b0aa_10)] [added: I](#i52f2cb26417d40b0aa52c44de003b6f3_10)] | | | [Item [removed: 1.](#ibd4bcc47c5a4429ea24ddb7614e6b0aa_13)] [added: 1.](#i52f2cb26417d40b0aa52c44de003b6f3_13)] | | | [removed: [Business](#ibd4bcc47c5a4429ea24ddb7614e6b0aa_13)] [added: [Business](#i52f2cb26417d40b0aa52c44de003b6f3_13)] | | | [removed: [1](#ibd4bcc47c5a4429ea24ddb7614e6b0aa_10)] [added: [1](#i52f2cb26417d40b0aa52c44de003b6f3_10)] | | |

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| | | | 5205 N. O'Connor Boulevard, | | | Suite 100, | | | Irving, | | | Texas | | | 75039 | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | 510 Lake Cook Road, | | | Suite 100, | | | Deerfield, | | | Illinois | | | 60015 | | |

| D. James Umpleby III [removed: (63)] [added: (64)] | | | | | | Chairman of the Board (2018) and Chief Executive Officer (2017) | | | | | | Group President (2013-2016) | | |

| Andrew R.J. Bonfield [removed: (59)] [added: (60)] | | | | | | Chief Financial Officer (2018) | | | | | | Group Chief Financial Officer for a multinational electricity and gas utility company (2010-2018) | | |

| Bob De Lange [removed: (52)] [added: (53)] | | | | | | Group President (2017) | | | | | | Vice President (2015-2016), Worldwide Product Manager, Medium Wheel Loaders, (2013-2014) | | |

| Denise C. Johnson [removed: (55)] [added: (56)] | | | | | | Group President (2016) | | | | | | Vice President (2012-2016) | | |

| Joseph E. Creed [removed: (46)] [added: (47)] | | | | | | Group President (2021) | | | | | | Vice President, Oil & Gas and Marine Division (2019-2020), Interim Chief Financial Officer (2018), Vice President, Finance Services Division (2017), Group Chief Financial Officer, Energy and Transportation (2013-2016) | | |

| Anthony D. Fassino [removed: (51)] [added: (52)] | | | | | | Group President (2021) | | | | | | Vice President, Building Construction Products (2018-2020), Director of Worldwide Forestry Products (2016-2018) | | |

| Suzette M. Long [removed: (56)] [added: (57)] | | | | | | Chief Legal Officer and General Counsel (2017) | | | | | | Interim Executive Vice President, Law and Public Policy (2017), Deputy General Counsel (2013-2017) | | |

| Cheryl H. Johnson [removed: (61)] [added: (62)] | | | | | | Chief Human Resources Officer (2017) | | | | | | Executive Vice President of Human Resources for a global multi-industry aerospace, defense and industrial manufacturing company (2012-2017) | | |

| William E. Schaupp (51) | | | | | | Vice President and Chief Accounting Officer (2022) | | | | | | Finance Director, Global Finance Services Division (2021-2022), Vice President and Controller and Chief Accounting Officer of PPG Industries, Inc. (2018-2021), Assistant Controller and Acting Controller for PPG Industries, Inc. (2018), Director Corporate Audit Services for PPG Industries, Inc. (2017-2018) | | |

| G. Michael Marvel (60) | | | | | | Chief Accounting Officer (2019) | | | | | | Director of Corporate Financial Reporting (2018-2019), Chief Financial Officer for Solar Turbines Incorporated (2013-2018) | | |

Our corporate headquarters is in a leased office located in [removed: Deerfield, Illinois.][added: Irving, Texas.]

| | | | | | | Minnesota: Brooklyn Park | | | | | | India: [added: Hosur,] Thiruvallur | | |

| | | | | | | North Carolina: Clayton, Sanford | | | | | | [removed: Indonesia: Jakarta] [added: Italy: Minerbio, Cattolica] | | |

| | | | | | | [added: Texas: Victoria] | | | | | | Japan: Akashi | | |

| | | | | | | | | | | | | United Kingdom: [removed: Peterlee, Springvale] [added: Peterlee] | | |

| | | | | | | Illinois: [added: East Peoria,] Mossville, Mapleton, Pontiac | | | | | | Czech Republic: Zatec, Zebrak | | |

| | | | | | | Oklahoma: Broken Arrow | | | | | | [removed: Indonesia: Batam] [added: Italy: Pistoria] | | |

| | | | | | | Texas: Channelview, DeSoto, Fort Worth, Mabank, San Antonio, Schertz, Seguin, Sherman | | | | | | [removed: Mexico: San Luis Potosi, Tijuana] [added: United Kingdom: Larne, Peterborough, Sandiacre, South Queensferry, Springvale, Stafford, Wimborne] | | |

| | | | | | | North Carolina: Winston-Salem | | | | | | Mexico: San Luis Potosi, Tijuana | | |

| | | | | | | Texas: Victoria | | | | | | Italy: Minerbio, Cattolica | | |

| | | | | | | North Carolina: Winston-Salem | | | | | | Italy: Pistoria | | |

| | | | | | | | | | | | | United Kingdom: Larne, Peterborough, Sandiacre, South Queensferry, Stafford, Wimborne | | |

Number of Shareholders: Shareholders of record at the end of [removed: 2021] [added: 2022] totaled [removed: 22,559,] [added: 21,935,] compared with [removed: 23,299] [added: 22,559] at the end of [removed: 2020.][added: 2021.]

Performance Graph: Total Cumulative Shareholder Return for Five-Year Period Ending December 31, [removed: 2021][added: 2022]

The graph below shows the cumulative shareholder return assuming an investment of $100 on December 31, [removed: 2016,] [added: 2017,] and reinvestment of dividends issued thereafter.

[removed: ][added: ]

| | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

As of December 31, [removed: 2021,] [added: 2022,] we had 28 employee stock purchase plans (the “EIP Plans”) administered outside the United States for our non-U.S. employees, which had approximately 13,000 active participants in the aggregate.

During the fourth quarter of [removed: 2021,] [added: 2022,] approximately [removed: 83,000] [added: 71,000] shares of Caterpillar common stock were purchased by the EIP Plans pursuant to the terms of such plans.

| Period | | | | | | Total Number of Shares [removed: Purchased2,3] [added: Purchased2] | | | | | | Average Price Paid per [removed: Share2,3] [added: Share2] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program | | | | | | Approximate Dollar Value of Shares that May Yet be Purchased under the Program (in billions)1 | | |

| 1 In [removed: July 2018,] [added: May 2022,] the Board approved a [added: new] share repurchase authorization [added: (the 2022 Authorization)] of up to [removed: $10.0] [added: $15.0] billion of Caterpillar common stock effective [removed: January] [added: August] 1, [removed: 2019,] [added: 2022,] with no [removed: expiration (the 2018 Authorization).] [added: expiration.] As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: $2.1] [added: $12.8] billion remained available under the [removed: 2018] [added: 2022] Authorization. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 3] [added: 2] In October, November and December of [removed: 2021,] [added: 2022,] we repurchased [removed: 0.9] [added: 3.9] million, [removed: 0.4] [added: 0.5] million and [removed: 1.4] [added: 0.5] million shares respectively, for an aggregate of [removed: $545] [added: $921] million in open market transactions at an average price per share of [removed: $195.66, $205.54] [added: $178.91, $228.01] and [removed: $201.33,] [added: $234.23,] respectively. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Caterpillar Inc. | | | | | | $ | 100.00 | | | | | $ | 82.44 | | | | | $ | 98.53 | | | | | $ | 125.10 | | | | | $ | 145.06 | | | | | $ | 172.04 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.88 | |

| S&P 500 Machinery | | | | | | $ | 100.00 | | | | | $ | 85.36 | | | | | $ | 111.22 | | | | | $ | 137.27 | | | | | $ | 164.94 | | | | | $ | 167.25 | |

| October 1-31, 2022 | | | | | | 3,944,442 | | | | | | $ | 178.91 | | | | | 3,944,442 | | | | | | $ | 13.014 | |

| November 1-30, 2022 | | | | | | 482,300 | | | | | | $ | 228.01 | | | | | 482,300 | | | | | | $ | 12.904 | |

| December 1-31, 2022 | | | | | | 448,257 | | | | | | $ | 234.23 | | | | | 448,257 | | | | | | $ | 12.799 | |

| Total | | | | | | 4,874,999 | | | | | | $ | 188.85 | | | | | 4,874,999 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Caterpillar Inc. | | | | | | $ | 100.00 | | | | | $ | 175.03 | | | | | $ | 144.30 | | | | | $ | 172.46 | | | | | $ | 218.96 | | | | | $ | 253.90 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.41 | |

| S&P 500 Machinery | | | | | | $ | 100.00 | | | | | $ | 133.94 | | | | | $ | 121.46 | | | | | $ | 158.26 | | | | | $ | 195.32 | | | | | $ | 234.70 | |

| October 1-31, 2021 | | | | | | 908,433 | | | | | | $ | 195.66 | | | | | 908,433 | | | | | | $ | 2.966 | |

| November 1-30, 2021 | | | | | | 2,350,143 | | | | | | $ | 205.52 | | | | | 2,350,143 | | | | | | $ | 2.483 | |

| December 1-31, 2021 | | | | | | 1,956,330 | | | | | | $ | 196.66 | | | | | 1,956,330 | | | | | | $ | 2.099 | |

| Total | | | | | | 5,214,906 | | | | | | $ | 200.48 | | | | | 5,214,906 | | | | | | | | |

| 2 During the fourth quarter of 2021, we entered into an ASR with a third-party financial institution to purchase $500 million of our common stock. In November 2021, upon payment of the $500 million to the financial institution, we received 2.0 million shares. In December 2021, upon final settlement of the ASR, we received an additional 0.5 million shares. In total, we repurchased 2.5 million shares under this ASR at an average price per share of $200.93. | | | | | | | | | | | | | | | | | | | | | | | | | | |

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on our assessment we concluded that, as of December 31, [removed: 2021,] [added: 2022,] the company’s internal control over financial reporting was effective based on those criteria.

The effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.

Their report appears on pages [removed: 61-62.][added: 56-57.]

We have audited the accompanying consolidated statement of financial position of Caterpillar Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of results of operations, of comprehensive income (loss), of changes in shareholders' equity and of cash flow for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

The principal considerations for our determination that performing procedures relating to the [removed: uncertain tax position arising from the] CSARL IRS [removed: Examination] [added: settlement] is a critical audit matter are (i) the significant judgment by management in evaluating the [removed: amount] [added: impact] of the [removed: benefit that is more likely than not to be sustained related to the position;] [added: settlement on income taxes;] (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating [removed: whether the position was more likely than not] [added: audit evidence relating] to [removed: be sustained;] [added: the settlement;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to [removed: the uncertain tax position arising from the CSARL IRS Examination.][added: income taxes.]

Professionals with specialized skill and knowledge were used to assist in evaluating the applicable tax laws and judicial doctrines related to [removed: this matter] [added: the settlement,] as well as changes in relevant tax regulations, rulings, and case law.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Sales of Machinery, Energy & Transportation | | | $ | [removed: 48,188] [added: 56,574] | | | | | $ | [removed: 39,022] [added: 48,188] | | | | | $ | [removed: 50,755] [added: 39,022] | |

| Revenues of Financial Products | | | [removed: 2,783] [added: 2,853] | | | | | | [removed: 2,726] [added: 2,783] | | | | | | [removed: 3,045] [added: 2,726] | | |

| Total sales and revenues | | | [removed: 50,971] [added: 59,427] | | | | | | [removed: 41,748] [added: 50,971] | | | | | | [removed: 53,800] [added: 41,748] | | |

| Cost of goods sold | | | [removed: 35,513] [added: 41,350] | | | | | | [removed: 29,082] [added: 35,513] | | | | | | [removed: 36,630] [added: 29,082] | | |

| Selling, general and administrative expenses | | | [removed: 5,365] [added: 5,651] | | | | | | [removed: 4,642] [added: 5,365] | | | | | | [removed: 5,162] [added: 4,642] | | |

| Research and development expenses | | | [removed: 1,686] [added: 1,814] | | | | | | [removed: 1,415] [added: 1,686] | | | | | | [removed: 1,693] [added: 1,415] | | |

| Interest expense of Financial Products | | | [removed: 455] [added: 565] | | | | | | [removed: 589] [added: 455] | | | | | | [removed: 754] [added: 589] | | |

| Other operating (income) expenses | | | [removed: 1,074] [added: 1,218] | | | | | | [removed: 1,467] [added: 1,074] | | | | | | [removed: 1,271] [added: 1,467] | | |

| Total operating costs | | | [removed: 44,093] [added: 51,523] | | | | | | [removed: 37,195] [added: 44,093] | | | | | | [removed: 45,510] [added: 37,195] | | |

| Operating profit | | | [removed: 6,878] [added: 7,904] | | | | | | [removed: 4,553] [added: 6,878] | | | | | | [removed: 8,290] [added: 4,553] | | |

| Interest expense excluding Financial Products | | | [removed: 488] [added: 443] | | | | | | [removed: 514] [added: 488] | | | | | | [removed: 421] [added: 514] | | |

| Other income (expense) | | | [removed: 1,814] [added: 1,291] | | | | | | [removed: (44)] [added: 1,814] | | | | | | [removed: (57)] [added: (44)] | | |

| Consolidated profit before taxes | | | [removed: 8,204] [added: 8,752] | | | | | | [removed: 3,995] [added: 8,204] | | | | | | [removed: 7,812] [added: 3,995] | | |

| Provision (benefit) for income taxes | | | [removed: 1,742] [added: 2,067] | | | | | | [removed: 1,006] [added: 1,742] | | | | | | [removed: 1,746] [added: 1,006] | | |

| Profit of consolidated companies | | | [removed: 6,462] [added: 6,685] | | | | | | [removed: 2,989] [added: 6,462] | | | | | | [removed: 6,066] [added: 2,989] | | |

| Equity in profit (loss) of unconsolidated affiliated companies | | | [removed: 31] [added: 19] | | | | | | [removed: 14] [added: 31] | | | | | | [removed: 28] [added: 14] | | |

| Profit of consolidated and affiliated companies | | | [removed: 6,493] [added: 6,704] | | | | | | [removed: 3,003] [added: 6,493] | | | | | | [removed: 6,094] [added: 3,003] | | |

| Less: Profit (loss) attributable to noncontrolling interests | | | [removed: 4] [added: (1)] | | | | | | [removed: 5] [added: 4] | | | | | | [removed: 1] [added: 5] | | |

| Profit 1 | | | $ | [removed: 6,489] [added: 6,705] | | | | | $ | [removed: 2,998] [added: 6,489] | | | | | $ | [removed: 6,093] [added: 2,998] | |

| Profit per common share | | | $ | [removed: 11.93] [added: 12.72] | | | | | $ | [removed: 5.51] [added: 11.93] | | | | | $ | [removed: 10.85] [added: 5.51] | |

| Profit per common share — diluted 2 | | | $ | [removed: 11.83] [added: 12.64] | | | | | $ | [removed: 5.46] [added: 11.83] | | | | | $ | [removed: 10.74] [added: 5.46] | |

| \- Basic | | | [removed: 544.0] [added: 526.9] | | | | | | [removed: 544.1] [added: 544.0] | | | | | | [removed: 561.6] [added: 544.1] | | |

| \- Diluted 2 | | | [removed: 548.5] [added: 530.4] | | | | | | [removed: 548.6] [added: 548.5] | | | | | | [removed: 567.5] [added: 548.6] | | |

| Profit (loss) of consolidated and affiliated companies | | | $ | [removed: 6,493] [added: 6,704] | | | | | $ | [removed: 3,003] [added: 6,493] | | | | | $ | [removed: 6,094] [added: 3,003] | |

| Foreign currency translation: | | | [removed: (598)] [added: (820)] | | | | | | [removed: 577] [added: (598)] | | | | | | [removed: 16] [added: 577] | | |

| Pension and other postretirement benefits: | | | [removed: (30)] [added: 23] | | | | | | [removed: (29)] [added: (30)] | | | | | | [removed: (34)] [added: (29)] | | |

| Derivative financial instruments: | | | [removed: (3)] [added: 31] | | | | | | [removed: 97] [added: (3)] | | | | | | [removed: (8)] [added: 97] | | |

| Available-for-sale securities: | | | [removed: (34)] [added: (138)] | | | | | | [removed: 34] [added: (34)] | | | | | | [removed: 35] [added: 34] | | |

| | | | February 15, 2023 | | | | | |

*Caterpillar SARL (“CSARL”) Internal Revenue Services (“IRS”) Settlement*

As described in Note 6 to the consolidated financial statements, on September 8, 2022, management reached a settlement with the IRS that resolved all issues for tax years 2007 through 2016, without any penalties.

The Company's settlement includes, among other issues, the resolution of disputed tax treatment of profits earned by CSARL from certain parts transactions.

The IRS previously proposed increases to tax and imposition of accuracy related penalties based on application of the “substance-over-form” or “assignment-of-income” judicial doctrines, but the settlement did not include any increases to tax in the United States based on the judicial doctrines and does not include any penalties.

The final tax assessed by the IRS for all issues under the settlement was $490 million for the ten-year period.

This amount was primarily paid in 2022 along with associated interest of $250 million.

As a result of the settlement, the Company recorded a discrete tax benefit of $41 million within the provision (benefit) for income taxes of $2,067 million for the year ended December 31, 2022.

These procedures also included, among others (i) reading the settlement documents; (ii) evaluating management’s process for determining the impact of the settlement to tax years 2007-2016; and (iii) evaluating management’s assessment of other impacts of the settlement, including the amount of interest owed to the IRS.

February 15, 2023

| Goodwill impairment charge | | | 925 | | | | | | — | | | | | | — | | |

| | | | 2022 | | | | | | 2021 | | | | | | | | |

| Goodwill | | | 5,288 | | | | | | 6,324 | | | | | | | | |

| Balance at December 31, 2021 | | | $ | 6,398 | | | | | $ | (27,643) | | | | | $ | 39,282 | | | | | $ | (1,553) | | | | | $ | 32 | | | | | $ | 16,516 | |

| Change in ownership from noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Distribution to noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | (10) | | |

| Common shares repurchased: 21,882,818 2 | | | — | | | | | | (4,230) | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,230) | | |

| Balance at December 31, 2022 | | | $ | 6,560 | | | | | $ | (31,748) | | | | | $ | 43,514 | | | | | $ | (2,457) | | | | | $ | 22 | | | | | $ | 15,891 | |

| Goodwill impairment charge | | | 925 | | | | | | — | | | | | | — | | |

| 2020-06 | | | Debt with conversion and other options and derivatives and hedging | | |

| 2021-05 | | | Lessor - Variable lease payments | | |

| 2021-10 | | | Government assistance | | |

We consider the applicability and impact of all ASUs.

Trade receivables represent amounts due from dealers and end users for the sale of our products, and include amounts due from wholesale inventory financing provided by Cat Financial for a dealer's purchase of inventory.

For certain contracts, we invoice for payment when contractual milestones are achieved.

We recognize a contract asset when a sale is recognized prior to invoicing.

We reduce the contract asset when we invoice for payment and recognize a corresponding trade receivable.

Contract assets are included in Prepaid expenses and other current assets in Statement 3.

Contract assets were $247 million, $187 million and $187 million as of December 31, 2022, 2021 and 2020, respectively.

| Granted to officers and key employees | | | 1,029,202 | | | | | | $ | 196.70 | | | | | 507,284 | | | | | | $ | 196.06 | | | | | 277,192 | | | | | | $ | 195.17 | |

| Exercised | | | (1,888,557) | | | | | | $ | 108.40 | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| Vested | | | — | | | | | | $ | — | | | | | (581,132) | | | | | | $ | 154.77 | | | | | (375,773) | | | | | | $ | 127.60 | |

| Forfeited / expired | | | (61,739) | | | | | | $ | 182.24 | | | | | (35,530) | | | | | | $ | 183.91 | | | | | (22,052) | | | | | | $ | 170.75 | |

| Outstanding at December 31, 2022 | | | 6,801,326 | | | | | | $ | 142.85 | | | | | 990,803 | | | | | | $ | 187.88 | | | | | 524,740 | | | | | | $ | 208.39 | |

| Exercisable at December 31, 2022 | | | 4,481,546 | | | | | | $ | 120.77 | | | | | | | | | | | | | | | | | | | | | | | | | |

| $74.77-$88.51 | | | | | | 1,254,848 | | | | | | 2.75 | | | | | | $ | 78.54 | | | | | $ | 202 | | | | | 1,254,848 | | | | | | 2.75 | | | | | | $ | 78.54 | | | | | $ | 202 | |

| $89.75-$110.09 | | | | | | 812,203 | | | | | | 3.47 | | | | | | $ | 95.50 | | | | | 117 | | | | | | 811,698 | | | | | | 3.47 | | | | | | $ | 95.50 | | | | | 117 | | |

| $127.60 | | | | | | 1,167,848 | | | | | | 7.27 | | | | | | $ | 127.72 | | | | | 131 | | | | | | 555,435 | | | | | | 7.27 | | | | | | $ | 127.60 | | | | | 62 | | |

| $138.35-$151.12 | | | | | | 1,517,053 | | | | | | 5.78 | | | | | | $ | 144.36 | | | | | 144 | | | | | | 1,517,053 | | | | | | 5.78 | | | | | | $ | 144.36 | | | | | 144 | | |

| $196.70-$219.76 | | | | | | 2,049,374 | | | | | | 8.79 | | | | | | $ | 208.49 | | | | | 64 | | | | | | 342,512 | | | | | | 8.28 | | | | | | $ | 219.76 | | | | | 7 | | |

| | | | February 16, 2022 | | | | | |

*Uncertain Tax Position - Caterpillar SARL IRS Examination*

As described in Note 6 to the consolidated financial statements, as a result of the audits of the Company’s U.S. 2007 to 2012 income tax returns, including the impact of a loss carryback to 2005, the Internal Revenue Service (“IRS”) has proposed to tax in the U.S. profits earned from certain parts transactions by Caterpillar SARL (“CSARL”).

This proposal is based on the IRS examination team’s application of the “substance-over-form” or “assignment-of-income” judicial doctrines.

As described by management, the Company is vigorously contesting the proposed increases to tax and penalties for these years of approximately $2.3 billion, as management believes that the relevant transactions complied with applicable tax laws and did not violate judicial doctrines.

As disclosed by management, the purchase of parts by CSARL from unrelated parties and the subsequent sale of those parts to unrelated dealers outside the U.S. have substantial legal, commercial, and economic consequences for the parties involved.

Management has concluded that the largest amount of benefit that is more likely than not to be sustained related to this position is the entire benefit.

As a result, no amount related to these IRS adjustments is reflected in the Company’s unrecognized tax benefits.

The Company has filed U.S. income tax returns on this same basis for years after 2012.

These procedures also included, among others (i) evaluating management’s process for determining the reasonableness of the uncertain tax position, including reading certain intercompany and third-party agreements which are relevant to evaluating the legal form and substance of the CSARL transaction flows; (ii) evaluating management’s assessment of whether the position was more likely than not to produce a tax benefit and the determination by management of the largest amount of benefit that is more likely than not to be sustained related to this position; and (iii) evaluating the Revenue Agent Reports (“RARs”) from the IRS and management’s protests of the RARs.

February 16, 2022

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2018 | | | $ | 5,827 | | | | | $ | (20,531) | | | | | $ | 30,427 | | | | | $ | (1,684) | | | | | $ | 41 | | | | | $ | 14,080 | |

| Adjustments to adopt new accounting guidance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Lease accounting | | | — | | | | | | — | | | | | | 235 | | | | | | — | | | | | | — | | | | | | 235 | | |

| Reclassification of certain tax effects from accumulated other comprehensive income | | | — | | | | | | — | | | | | | (108) | | | | | | 108 | | | | | | — | | | | | | — | | |

| Balance at January 1, 2019 | | | $ | 5,827 | | | | | $ | (20,531) | | | | | $ | 30,554 | | | | | $ | (1,576) | | | | | $ | 41 | | | | | $ | 14,315 | |

| Common shares repurchased: 30,586,507 | | | — | | | | | | (3,928) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,928) | | |

| Balance at January 1, 2021 | | | $ | 6,230 | | | | | $ | (25,178) | | | | | $ | 35,167 | | | | | $ | (888) | | | | | $ | 47 | | | | | $ | 15,378 | |

Although we have provided financial support to these entities and therefore have a variable interest, we do not have the power to direct the activities that most significantly impact their economic performance.

Reference rate reform (Accounting Standards Update (ASU) 2020-04) – In March 2020, the Financial Accounting Standards Board (FASB) issued accounting guidance to ease the potential burden in accounting for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance is optional and may be elected over time as reference rate reform activities occur between March 12, 2020 through December 31, 2022.

In January 2021, we elected to adopt optional expedients impacting our derivative instruments.

In addition, in October 2021, we elected to adopt optional expedients for contract modifications.

Our adoption of the optional expedients did not have a material impact on our financial statements.

| 2020-01 | | | Investments - Equity securities, equity method and joint ventures and derivatives and hedging | | |

| 2020-08 | | | Codification improvements – Receivables - Nonrefundable fees and other costs | | |

| 2021-01 | | | Reference rate reform - Scope | | |

In addition, Cat Financial provides wholesale inventory financing for a dealer’s purchase of inventory.

Wholesale inventory receivables have varying payment terms.

We establish an allowance for credit losses for ME&T receivables when it becomes probable that we will not collect the receivable.

| Outstanding at January 1, 2021 | | | 10,076,983 | | | | | | $ | 109.60 | | | | | 1,327,950 | | | | | | $ | 134.89 | | | | | 727,757 | | | | | | $ | 132.81 | |

| Granted to officers and key employees | | | 1,084,821 | | | | | | $ | 219.76 | | | | | 472,698 | | | | | | $ | 216.50 | | | | | 285,056 | | | | | | $ | 215.45 | |

| Exercised | | | (3,399,720) | | | | | | $ | 103.45 | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| Vested | | | — | | | | | | $ | — | | | | | (665,357) | | | | | | $ | 138.90 | | | | | (356,618) | | | | | | $ | 138.35 | |

| Forfeited / expired | | | (39,664) | | | | | | $ | 161.34 | | | | | (35,110) | | | | | | $ | 167.12 | | | | | (10,822) | | | | | | $ | 163.02 | |

| Exercisable at December 31, 2021 | | | 4,914,111 | | | | | | $ | 106.36 | | | | | | | | | | | | | | | | | | | | | | | | | |

Management’s report on the company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] is included on page [removed: 60] [added: 55] of Part II, Item 8 “Financial Statements and Supplementary Data.” The effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.

Their report appears on pages [removed: 61-62] [added: 56-57] of Part II, Item 8 “Financial Statements and Supplementary Data.”

During the [removed: six] [added: three] months ended [removed: June 30, 2021,] [added: March 31, 2022,] Caterpillar Eurasia LLC, one of our affiliates, engaged in limited transactions or dealings with the Federal Security Service of Russia (the “FSB”).

Information required by this Item is incorporated by reference from the [removed: 2022] [added: 2023] Proxy Statement.

If applicable, information required by this Item is incorporated by reference from the [removed: 2022] [added: 2023] Proxy Statement.

If applicable, information required by this Item relating to compliance with Section 16(a) of the Exchange Act is incorporated by reference from the [removed: 2022] [added: 2023] Proxy Statement.

To obtain a copy of the Code at no charge, submit a written request to the Corporate Secretary at [removed: 510 Lake Cook Road, Suite 100, Deerfield, IL 60015-4971.][added: 5205 N.]

Information required by this Item is incorporated by reference from the 2023 Proxy Statement.

Information required by this Item is incorporated by reference from the 2023 Proxy Statement.

Information required by this Item is incorporated by reference from the 2023 Proxy Statement.

O'Connor Boulevard, Suite 100, Irving, TX 75039.

Information required by this Item is incorporated by reference from the [removed: 2022] [added: 2023] Proxy Statement.

Information required by this Item relating to security ownership of certain beneficial owners and management is incorporated by reference from the [removed: 2022] [added: 2023] Proxy Statement.

(as of December 31, 2022)

| Equity compensation plans approved by security holders | | | | | | 9,227,667 | | | | | | $ | 142.85 | | | | | 31,334,705 | | |

| Total | | | | | | 9,227,667 | | | | | | $ | 142.85 | | | | | 31,334,705 | | |

(as of December 31, 2021)

| Equity compensation plans approved by security holders | | | | | | 10,400,999 | | | | | | $ | 127.52 | | | | | 33,880,674 | | |

| Total | | | | | | 10,400,999 | | | | | | $ | 127.52 | | | | | 33,880,674 | | |

Information required by this Item is incorporated by reference from the [removed: 2022] [added: 2023] Proxy Statement.

Information required by this Item is incorporated by reference from the [removed: 2022] [added: 2023] Proxy Statement.

| | | | | | | 3.2 | | | [Bylaws amended and restated as of [removed: April] [added: June] 8, [removed: 2020] [added: 2022] (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed [removed: April] [added: June] 14, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/18230/000001823020000138/ex31bylawsamendedandre.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/18230/000001823022000146/bylaws_8jun2022.htm)] | | | | | |

| | | | | | | 4.19 | | | [Description of Securities](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex416descofsecuriti.htm) [removed: [](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex416descofsecuriti.htm)[(incorporated] [added: [(incorporated] by reference from Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex416descofsecuriti.htm)[6](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex416descofsecuriti.htm) [to] [added: 4.16 to] the Company’s Annual Report on Form 10-K for the year ended December 31, 2019)](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex416descofsecuriti.htm) | | | | | |

| | | | | | | 10.2 | | | [Third Amendment to the Caterpillar Inc. 2006 Long-Term Incentive Plan effective as of April 1, 2019 (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a102_3rdxamendmentxtoxrest.htm)[)](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a102_3rdxamendmentxtoxrest.htm)[*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a102_3rdxamendmentxtoxrest.htm)] [added: 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a102_3rdxamendmentxtoxrest.htm)] | | | | | |

| | | | | | | [removed: 10.3] [added: 10.4] | | | [Caterpillar Inc. 2014 Long-Term Incentive Plan, amended and restated effective October 8, 2019](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex1032014ltip.htm) [(incorporated by reference from Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex1032014ltip.htm) | | | | | |

| | | | | | | [removed: 10.4] [added: 10.6] | | | [Caterpillar Inc. Executive Office Annual Incentive Plan amended and restated October 8, 2019](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex104eoaip.htm) [(incorporated by reference from Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex104eoaip.htm) | | | | | |

| | | | | | | [removed: 10.5] [added: 10.7] | | | [Form of Stock Appreciation Right Award pursuant to the 2006 Long-Term Incentive Plan, dated March 5, 2012 (incorporated by reference from Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012)*](http://www.sec.gov/Archives/edgar/data/18230/000001823013000075/ex104.htm) | | | | | |

| | | | | | | [removed: 10.6] [added: 10.8] | | | [Form of Nonqualified Stock Option Award pursuant to the 2006 Long-Term Incentive Plan, dated March 5, 2012 (incorporated by reference from Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012)*](http://www.sec.gov/Archives/edgar/data/18230/000001823013000075/ex105.htm) | | | | | |

| | | | | | | [removed: 10.7] [added: 10.9] | | | [Form of Restricted Stock Unit Award pursuant to the 2014 Long-Term Incentive Plan for awards granted after 2017 (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000136/exhibit102.htm) | | | | | |

| | | | | | | [removed: 10.8] [added: 10.10] | | | [Form of Restricted Stock Unit Award for Directors pursuant to the 2014 Long-Term Incentive Plan for awards granted after 2017 (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1010_rsuawardnotice.htm) | | | | | |

| | | | | | | [removed: 10.9] [added: 10.11] | | | [Form of Nonqualified Stock Option Award pursuant to the 2014 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014)*](http://www.sec.gov/Archives/edgar/data/18230/000001823015000061/cat_exx109x12x31x14.htm) | | | | | |

| | | | | | | [removed: 10.10] [added: 10.12] | | | [Form of Nonqualified Stock Option Award pursuant to the 2014 Long-Term Incentive Plan for awards granted after 2015 (incorporated by reference from Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015)*](http://www.sec.gov/Archives/edgar/data/18230/000001823016000410/cat_exx1012x12312015.htm) | | | | | |

| | | | | | | [removed: 10.11] [added: 10.13] | | | [Form of Nonqualified Stock Option Award pursuant to the 2014 Long-Term Incentive Plan for awards granted after 2017 (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000136/exhibit103.htm) | | | | | |

| | | | | | | [removed: 10.12] [added: 10.14] | | | [Form of Nonqualified Stock Option Award pursuant to the 2014 Long-Term Incentive Plan for awards granted after 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a103_formxofxnqso-award.htm) | | | | | |

| | | | | | | [removed: 10.13] [added: 10.15] | | | [Addendum to Form of Nonqualified Stock Option Award pursuant to the 2006 and 2014 Long-Term Incentive Plans for awards granted prior to March 4, 2019 (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a104_addendumxformxofxnqso.htm) | | | | | |

| | | | | | | [removed: 10.14] [added: 10.16] | | | [Form of Performance-Based Restricted Stock Unit Award pursuant to the 2014 Long-Term Incentive Plan for awards granted after 2017 (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000136/exhibit104.htm) | | | | | |

| | | | | | | [removed: 10.15] [added: 10.17] | | | [Form of Performance-Based Restricted Stock Unit Award pursuant to the 2014 Long-Term Incentive Plan for awards granted after 2018 (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a105_formxofxprsuxaward.htm)[5](https://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a105_formxofxprsuxaward.htm) [to] [added: 10.5 to] the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)*](https://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a105_formxofxprsuxaward.htm) | | | | | |

| | | | | | | [removed: 10.16] [added: 10.22] | | | [Caterpillar Inc. Supplemental Retirement Plan (formerly known as the Caterpillar Inc. Supplemental Pension Benefit Plan), amended and restated effective January 1, [removed: 2020](https://www.sec.gov/Archives/edgar/data/18230/000001823021000063/ex_1017xsupplementalretire.htm) [(incorporated] [added: 2020 (incorporated] by [removed: referenc](https://www.sec.gov/Archives/edgar/data/18230/000001823021000063/ex_1017xsupplementalretire.htm)[e] [added: reference] from Exhibit [removed: 10](https://www.sec.gov/Archives/edgar/data/18230/000001823021000063/ex_1017xsupplementalretire.htm)[.17 t](https://www.sec.gov/Archives/edgar/data/18230/000001823021000063/ex_1017xsupplementalretire.htm)[o] [added: 10.17 to] the Company's Annual report [removed: on](https://www.sec.gov/Archives/edgar/data/18230/000001823021000063/ex_1017xsupplementalretire.htm) [Form] [added: on Form] 10-K for the year ended December 31, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/18230/000001823021000063/ex_1017xsupplementalretire.htm)[*](https://www.sec.gov/Archives/edgar/data/18230/000001823021000063/ex_1017xsupplementalretire.htm)] [added: 2020)*](https://www.sec.gov/Archives/edgar/data/18230/000001823021000063/ex_1017xsupplementalretire.htm)] | | | | | |

| | | | | | | [removed: 10.17] [added: 10.23] | | | [First Amendment to the Caterpillar Inc. Supplemental Retirement Plan, effective January 1, [removed: 202](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1017x12312021x1stam.htm)[2*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1017x12312021x1stam.htm)] [added: 2022 (incorporated by reference from Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1017x12312021x1stam.htm)] | | | | | |

| | | | | | | [removed: 10.18] [added: 10.25] | | | [Caterpillar Inc. Supplemental Employees’ Investment Plan, amended and restated as of May 15, 2017 (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823017000245/exhibit103.htm) | | | | | |

| | | | | | | [removed: 10.19] [added: 10.26] | | | [First Amendment to the Caterpillar Inc. Supplemental Employees' Investment Plan, effective as of July, 24, 2017 (incorporated by reference from Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000042/cat_exx1022x12312017.htm) | | | | | |

| | | | | | | [removed: 10.20] [added: 10.27] | | | [Second Amendment to the Caterpillar Inc. Supplemental Employees' Investment Plan, dated December 14, 2018 (incorporated by reference to Exhibit 10.22 the Company's Annual Report on Form 10-K for the year ended December 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1022secondamenmentt.htm) | | | | | |

| | | | | | | [removed: 10.21] [added: 10.28] | | | [Third Amendment to the Caterpillar Inc. Supplemental Employees' Investment Plan, effective January 1, [removed: 2022](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1021x12312021x3rdam.htm)[*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1021x12312021x3rdam.htm)] [added: 2022 (incorporated by reference from Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1021x12312021x3rdam.htm)] | | | | | |

| | | | | | | [removed: 10.22] [added: 10.30] | | | [Caterpillar Inc. Directors' Deferred Compensation Plan, as amended and restated effective July 1, 2018 (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000229/exhibit1042.htm) | | | | | |

| | | | | | | [removed: 10.23] [added: 10.31] | | | [First Amendment to the Caterpillar Inc. Directors' Deferred Compensation Plan dated January 22, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a101_1stxamendmentxddcp.htm) | | | | | |

| | | | | | | [removed: 10.24] [added: 10.33] | | | [Caterpillar Inc. Directors’ Charitable Award Program, as amended and restated effective April 1, 2008 (incorporated by reference from Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008)*](http://www.sec.gov/Archives/edgar/data/18230/000001823009000063/ex_10-7.htm) | | | | | |

| | | | | | | [removed: 10.25] [added: 10.34] | | | [Caterpillar Inc. Deferred Employees’ Investment Plan amended and restated as of May 15, 2017 (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823017000245/exhibit104.htm) | | | | | |

| | | | | | | [removed: 10.26] [added: 10.35] | | | [First Amendment to the Caterpillar Inc. Deferred Employees' Investment Plan, effective as of July 24, 2017 (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000042/cat_exx1026x12312017.htm) | | | | | |

| | | | | | | [removed: 10.27] [added: 10.36] | | | [Second Amendment to the Caterpillar Inc. Deferred Employees' Investment Plan, dated December 14, 2018 (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1027secondamendment.htm) | | | | | |

| | | | | | | [removed: 10.28] [added: 10.37] | | | [Third Amendment to the Caterpillar Inc. Deferred Employees' Investment Plan, effective as of January 1, [removed: 2022*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1028x12312021x3rdam.htm)] [added: 2022 (incorporated by reference from Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1028x12312021x3rdam.htm)] | | | | | |

| | | | | | | [removed: 10.29] [added: 10.39] | | | [Caterpillar Inc. Supplemental Deferred Compensation Plan amended and restated as of May 15, 2017 (incorporated by reference from Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823017000245/exhibit105.htm) | | | | | |

| | | | | | | [removed: 10.30] [added: 10.40] | | | [First Amendment to the Caterpillar Inc. Supplemental Deferred Compensation Plan, effective as of July 24, 2017 (incorporated by reference from Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000042/cat_exx1028x12312017.htm) | | | | | |

| | | | | | | [removed: 10.31] [added: 10.41] | | | [Second Amendment to the Caterpillar Inc. Supplemental Deferred Compensation Plan, dated December 14, 2018 (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1030secondamendment.htm) | | | | | |

| | | | | | | [removed: 10.32] [added: 10.42] | | | [Third Amendment to the Caterpillar Inc. Supplemental Deferred Compensation Plan effective January 1, 2019 (incorporated by reference from Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex1032thirdamemdsdcp.htm) | | | | | |

| | | | | | | [removed: 10.33] [added: 10.43] | | | [Fourth Amendment to the Caterpillar Supplemental Deferred Compensation Plan, effective as of January 1, [removed: 2022*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1033x12312021x4tham.htm)] [added: 2022 (incorporated by reference from Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1033x12312021x4tham.htm)] | | | | | |

| | | | | | | [removed: 10.34] [added: 10.45] | | | [Solar Turbines Incorporated Managerial Retirement Objective Plan, as amended and restated [removed: through](http://www.sec.gov/Archives/edgar/data/18230/000001823015000061/cat_exx1019x12x31x14.htm) [F](http://www.sec.gov/Archives/edgar/data/18230/000001823015000061/cat_exx1019x12x31x14.htm)[irst](http://www.sec.gov/Archives/edgar/data/18230/000001823015000061/cat_exx1019x12x31x14.htm) [A](http://www.sec.gov/Archives/edgar/data/18230/000001823015000061/cat_exx1019x12x31x14.htm)[mendment,] [added: through First Amendment,] dated December 10, 2014 (incorporated by reference from Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014)*](http://www.sec.gov/Archives/edgar/data/18230/000001823015000061/cat_exx1019x12x31x14.htm) | | | | | |

| | | | | | | [removed: 10.35] [added: 10.46] | | | [Second Amendment to the Solar Turbines Incorporated Managerial Retirement Objective Plan, effective January 1, [removed: 2022*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1035x12312021x2ndam.htm)] [added: 2022 (incorporated by reference from Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1035x12312021x2ndam.htm)] | | | | | |

| | | | | | | [removed: 10.36] [added: 10.47] | | | [Solar Turbines Incorporated Pension Plan for European Foreign Service Employees, as amended and restated, effective January 1, 2015 (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)*](http://www.sec.gov/Archives/edgar/data/18230/000001823015000161/cat_exx101x3312015.htm) | | | | | |

| | | | | | | [removed: 10.37] [added: 10.48] | | | [First Amendment to the Solar Turbines Incorporated Pension Plan for European Foreign Service Employees effective January 1, 2020 (incorporated by reference from Exhibit 10.35 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex1035firstamendsol.htm) | | | | | |

| | | | | | | [removed: 10.38] [added: 10.49] | | | [Second Amendment to the Solar Turbines Incorporated Pension Plan for European Foreign Service Employees effective January 1, [removed: 2022*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1038x12312021x2ndam.htm)] [added: 2022 (incorporated by reference from Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000050/cat_exx1038x12312021x2ndam.htm)] | | | | | |

| | | | | | | [removed: 10.39] [added: 10.50] | | | [Revised Letter Agreement by and between Caterpillar Inc. and Andrew Bonfield dated August 28, 2018 (incorporated by reference from Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000293/ex_106xcfo.htm) | | | | | |

| | | | | | | 10.3 | | | [Fourth Amendment to the Caterpillar Inc. 2006 Long-Term Incentive Plan effective as of July 1, 2022 (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022)](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex101_xfourthamendmenttoth.htm) | | | | | |

| | | | | | | 10.5 | | | [First Amendment to Caterpillar Inc. 2014 Long-Term Incentive Plan, effective July 1, 2022 (incorporated by](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex102_firstamendmenttothe2.htm) [](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex102_firstamendmenttothe2.htm)[reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex102_firstamendmenttothe2.htm) [](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex102_firstamendmenttothe2.htm)[30, 2022)](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex102_firstamendmenttothe2.htm) | | | | | |

| | | | | | | 10.18 | | | [Form of Restricted Stock Unit Award pursuant to the 2014 Long-Term Incentive Plan for awards granted after 2021 (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000112/catex101rsuformawardnotice.htm) | | | | | |

| | | | | | | 10.19 | | | [Form of Restricted Stock Unit Award for Directors pursuant to the 2014 Long-Term Incentive Plan for awards granted after 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000112/catex102rsudirectorsformaw.htm) | | | | | |

| | | | | | | 10.20 | | | [Form of Nonqualified Stock Option Award pursuant to the 2014 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000112/catex103nqsoformawardnotic.htm) | | | | | |

| | | | | | | 10.21 | | | [Form of Performance-Based Restricted Stock Unit Award pursuant to the 2014 Long-Term Incentive Plan for awards granted after 2021 (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000112/catex104prsuformawardnotic.htm) | | | | | |

| | | | | | | 10.24 | | | [Second Amendment to the Caterpillar Inc. Supplemental Retirement Plan, effective July 1, 2022 (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex103_secondamendmenttothe.htm) | | | | | |

| | | | | | | 10.29 | | | [Fourth Amendment to the Caterpillar Inc. Supplemental Employees' Investment Plan, effective as of July 1, 2022](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex104_fourthamendmentothes.htm) [](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex104_fourthamendmentothes.htm)[(incorporated by reference to Exhibit 10.4 the Company's Quarterly Report on Form 10-Q for the quarter ended](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex104_fourthamendmentothes.htm) [](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex104_fourthamendmentothes.htm)[September 30, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex104_fourthamendmentothes.htm) | | | | | |

| | | | | | | 10.32 | | | [Second Amendment to the Caterpillar Inc. Directors' Deferred Compensation Plan, effective as of July 1, 2022](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex105_secondamendmenttothe.htm) [](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex105_secondamendmenttothe.htm)[(incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex105_secondamendmenttothe.htm) [](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex105_secondamendmenttothe.htm)[September 30, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex105_secondamendmenttothe.htm) | | | | | |

| | | | | | | 10.38 | | | [Fourth Amendment to the Caterpillar Inc. Deferred Employees' Investment Plan, effective as of July 1, 2022](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex106_fourthamendmenttothe.htm) [](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex106_fourthamendmenttothe.htm)[(incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex106_fourthamendmenttothe.htm) [](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex106_fourthamendmenttothe.htm)[September 30, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex106_fourthamendmenttothe.htm) | | | | | |

| | | | | | | 10.44 | | | [Fifth Amendment to the Caterpillar Inc. Supplemental Deferred Compensation Plan, effective as of July 1, 2022](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex107_fifthamendmenttothes.htm)[(incorporated by reference from Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex107_fifthamendmenttothes.htm) [](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex107_fifthamendmenttothes.htm)[ended September 30, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex107_fifthamendmenttothes.htm) | | | | | |

| | | | | | | 10.44 | | | [Mercer Super Trust CatSuper Special Arrangement Agreement, by and between Caterpillar of Australia PTY LTD. and Robert Brian Charter dated April 4, 2018 (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000229/exhibit1022.htm) | | | | | |

| | | | | | | 10.45 | | | [Time Share Agreement dated January 10, 2017 (incorporated by reference from Exhibit 10.29 to the Company's Annual Report on Form 10-K filed December 31, 2016)*](http://www.sec.gov/Archives/edgar/data/18230/000001823017000041/cat_exx1024x12312016.htm) | | | | | |

| | | | | | | 10.56 | | | [Local Currency Addendum to the Five-Year Facility dated September 5, 2019, among Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, the Local Currency Banks named therein, Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency Agent (incorporated by reference from Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed September 10, 2019)](http://www.sec.gov/Archives/edgar/data/18230/000001823019000239/exhibit10820195-yearlo.htm) | | | | | |

| | | | | | | 10.57 | | | [Japan Local Currency Addendum to the 5-Year Facility dated September 5, 2019, among Caterpillar Financial Services Corporation, Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks named therein, Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent (incorporated by reference from Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed September 10, 2019)](http://www.sec.gov/Archives/edgar/data/18230/000001823019000239/exhibit10920195-yearja.htm) | | | | | |

| | | | | | | 10.58 | | | [Consulting Agreement between William P. Ainsworth and Caterpillar Inc., dated January 26, 2021 (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 5, 2021)](https://www.sec.gov/Archives/edgar/data/18230/000001823021000151/exhibit101.htm) | | | | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | By: | | | */s/ Suzette M. Long* | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ D. James Umpleby III* | | | | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ Andrew R.J. Bonfield* | | | Chief Financial Officer | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ Kelly A. Ayotte* | | | Director | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ David L. Calhoun* | | | [removed: Presiding] Director | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ Daniel M. Dickinson* | | | Director | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ Gerald Johnson* | | | Director | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ David W. MacLennan* | | | Director | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ Debra L. Reed-Klages* | | | [added: Presiding] Director | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ Edward B. Rust, Jr.* | | | Director | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ Susan C. Schwab* | | | Director | | |

| February [removed: 16, 2022] [added: 15, 2023] | | | */s/ Rayford Wilkins, Jr.* | | | Director | | |

| February 15, 2023 | | | */s/ William E. Schaupp* | | | Vice President and Chief Accounting Officer | | |

| | | | William E. Schaupp | | | | | |

| February 16, 2022 | | | */s/ G. Michael Marvel* | | | Chief Accounting Officer | | |

| | | | G. Michael Marvel | | | | | |

| February 16, 2022 | | | */s/ Miles D. White* | | | Director | | |

| | | | Miles D. White | | | | | |