Caterpillar (CAT) 10-K risk factor changes: FY2023 vs FY2022

[removed: Volatility in these markets] [added: Commodity price volatility] 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 [removed: pandemics such as the COVID-19 pandemic,] [added: pandemics,] could materially adversely [removed: affect][added: affect our business, results of operations and/or financial condition.]

The occurrence of a major earthquake, fire, flood, tsunami or other weather event, power loss, telecommunications failure, software or hardware malfunctions, [removed: pandemics (including the COVID-19 pandemic),] [added: pandemics,] 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.

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

Such measures [removed: have] included travel bans and restrictions, quarantines, shelter in place orders and shutdowns.

[removed: These] [added: Those] measures [removed: have] impacted [removed: and may continue to] [added: or could again] impact all or portions of our workforce and operations and the operations of our customers, dealers and suppliers.

Current material and component shortages, logistics constraints and labor inefficiencies [removed: have] limited and [added: or] could continue to limit our ability to meet customer demand, which could have a material adverse effect on our business, results of operations and/or financial condition.

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

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

Increases in the prices of such commodities would increase our costs, negatively impacting our business, results of operations and financial condition if we are unable to fully offset the effect of these increased costs through price increases, productivity [removed: improvements or] [added: improvements,] cost reduction [added: programs or hedging] programs.

We have experienced [removed: cyber security] [added: cybersecurity] threats and vulnerabilities in our systems and those of our third party providers, and we have experienced viruses and attacks targeting our information technology systems and networks.

Natural disasters, pandemic illness, [removed: 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.

Global economic conditions may cause volatility and disruptions in [removed: the] capital and credit markets.

These ratings are based, in significant part, on each of Caterpillar’s and Cat Financial’s performance as measured by financial metrics such as net worth, [added: profitability,] interest coverage and leverage ratios, as well as transparency with rating agencies and timeliness of financial reporting.

Certain loans made by Cat Financial and various financing extended to Cat Financial are made at variable rates that use [removed: LIBOR as] [added: floating reference rates or indices, including the Secured Overnight Financing Rate, or SOFR, an index calculated by short-term repurchase agreements, backed by Treasury securities,as] a benchmark for establishing the interest rate.

[added: Together with] Cat Financial [added: we] created a cross-functional team that assesses risk across multiple categories as it relates to the use of [removed: LIBOR] [added: floating reference rates or indices, such as SOFR,] in securities, loans, derivatives, and other financial obligations or extensions of credit held by or due to us.

[removed: Other changes] [added: Changes] in market interest rates may influence [removed: Cat Financial’s borrowing costs and could reduce] its and our [removed: earnings and cash flows,] [added: borrowing costs,] returns on financial investments and the valuation of derivative contracts.

With respect to Insurance Services' investment activities, changes in [removed: the] equity and bond markets could result in a decline in value of its investment portfolio, resulting in an unfavorable impact to earnings.

[removed: These covenants include maintaining a minimum consolidated net worth (defined as the consolidated shareholder’s equity including] preferred stock but excluding the pension and other post-retirement benefits balance within accumulated other comprehensive income (loss)), limitations on the incurrence of liens and certain restrictions on consolidation and merger.

Cat Financial has also agreed under certain of these agreements not to exceed a certain leverage ratio (consolidated debt to consolidated net worth, calculated (1) on a monthly basis as the average of the leverage ratios determined on the last day of each of the six preceding calendar months and (2) at each December 31), to maintain a minimum interest coverage ratio [removed: (profit] [added: (calculated as (1) profit] excluding income taxes, interest expense and net [removed: gain/(loss)] [added: gain (loss)] from interest rate derivatives to [added: (2)] interest [removed: expense,] [added: expense] calculated at the end of each [removed: calendar] [added: fiscal] quarter for the [removed: rolling] [added: prior] four [added: consecutive fiscal] quarter period [removed: then most recently ended)] and not to terminate, amend or modify its support agreement with us.

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.

These covenants include maintaining a minimum consolidated net worth (defined as the consolidated shareholder’s equity including

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

our business, results of operations and/or financial condition.

Although certain restrictions related to the COVID-19 pandemic have eased, uncertainty continues to exist regarding such measures and potential future measures.

Additionally, we have experienced and expect to continue to experience transportation delays for parts, components and finished machines due to capacity constraints and congestion at ports throughout the globe although the situation has improved compared to recent periods.

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.

LIBOR is the subject of recent proposals for reform.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority ("FCA") announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021.

Immediately following the LIBOR publication on December 31, 2021, ICE Benchmark Administration ("IBA") ceased the publication of all GBP, EUR, CHF and JPY LIBOR settings, as well as the one-week and two-month USD LIBOR 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 all other remaining USD LIBOR tenors on June 30, 2023.

While the November 30 announcement 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.

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.

The consequences of these developments cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked securities, loans, derivatives, and other financial obligations or extensions of credit held by or due to Cat Financial, as well as the revenue and expenses associated with those securities, loans and financial instruments.

Risk Factors of the [removed: 2022] [added: 2023] Form 10-K.

Highlights for the full-year [removed: 2022] [added: 2023] include:

- Sales and revenues for [removed: 2022] [added: 2023] were [removed: $59.427] [added: $67.060] billion, an increase of [removed: $8.456] [added: $7.633] billion, or [removed: 17] [added: 13] percent, compared with [removed: $50.971] [added: $59.427] billion for [removed: 2021.][added: 2022.]

- Operating profit as a percent of sales and revenues was [removed: 13.3] [added: 19.3] percent in [removed: 2022,] [added: 2023,] compared with [removed: 13.5] [added: 13.3] percent in [removed: 2021.][added: 2022.]

Adjusted operating profit margin was [removed: 15.4] [added: 20.5] percent in [removed: 2022,] [added: 2023,] compared with [removed: 13.7] [added: 15.4] percent in [removed: 2021.][added: 2022.]

[removed: -] Profit per 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 $13.84.

[added: -] Profit per share for [removed: 2021] [added: 2023] was [removed: $11.83,] [added: $20.12,] and excluding the items in the table below, [removed: adjusted] [added: adjusted] profit per [removed: share] [added: share] was [removed: $10.81.][added: $21.21.]

A detailed reconciliation of GAAP to non-GAAP financial measures is included on page [removed: 49.][added: 47.]

| | | | | | | Full Year [removed: 2022] [added: 2023] | | | | | | | | | Full Year [removed: 2021] [added: 2022] | | | | | |

| Goodwill [removed: impairment.....................................................] [added: impairment] | | | | | | [removed: 925] [added: —] | | | [removed: 1.68] [added: —] | | | | | | [removed: —] [added: 925] | | | [removed: —] [added: 1.68] | | |

| [removed: Restructuring costs.......................................................] [added: Other restructuring costs] | | | | | | [removed: 299] [added: 194] | | | [removed: 0.43] [added: 0.30] | | | | | | [removed: 90] [added: 299] | | | [removed: 0.15] [added: 0.43] | | |

| Mark-to-market (gains) [removed: losses......................................] [added: losses] | | | | | | [removed: (606)] [added: (97)] | | | [removed: (0.91)] [added: (0.14)] | | | | | | [removed: (833)] [added: (606)] | | | [removed: (1.17)] [added: (0.91)] | | |

- Enterprise operating cash flow was [removed: $7.8] [added: $12.9] billion in [removed: 2022.][added: 2023.]

Caterpillar ended [removed: 2022] [added: 2023] with $7.0 billion of enterprise cash.

[removed: Our] [added: Total] sales and revenues for [removed: 2022] [added: 2023] were [removed: $59.427] [added: $67.060] billion, an increase of [removed: $8.456] [added: $7.633] billion, or [removed: 17] [added: 13] percent, compared with [removed: $50.971] [added: $59.427] billion for [removed: 2021.][added: 2022.]

[removed: The increase was primarily] [added: - Sales decreased in Asia/Pacific] due to [removed: favorable price realization] [added: lower sales volume] and [removed: higher sales volume, partially offset by] unfavorable [removed: currency impacts] [added: currency impacts, primarily] related to the [removed: euro,] [added: Japanese yen,] Australian dollar and [removed: Japanese yen.][added: Chinese yuan, partially offset by favorable price realization.]

Profit was [removed: $6.705] [added: $10.335] billion in [removed: 2022,] [added: 2023,] compared with [removed: $6.489] [added: $6.705] billion in [removed: 2021.][added: 2022.]

The increase was primarily due to favorable price [removed: realization and] [added: realization,] higher sales [removed: volume, partially offset by unfavorable manufacturing costs,] [added: volume and the absence of] a [added: 2022] goodwill impairment [removed: charge,] [added: charge related to the Rail division, partially offset by] higher selling, general and administrative (SG&A) and research and development (R&D) expenses, [added: unfavorable manufacturing costs, the impact of the divestiture of the company's Longwall business and] lower mark-to-market gains for remeasurement of pension and other postemployment benefit (OPEB) [removed: plans and higher restructuring costs.][added: plans.]

[removed: The] [added: We continue to believe the] energy transition [removed: is expected to] [added: will] support increased commodity [removed: demand,] [added: demand over time,] expanding our total addressable market and providing [added: further] opportunities for [added: long-term] profitable growth.

[removed: We] [added: In Transportation, we] anticipate [removed: strength in] high-speed marine [added: to increase slightly] as customers continue to upgrade aging fleets.

We [added: do not] expect [removed: a seasonal build in dealer] [added: an] inventory [added: increase as compared to the increase] in the first quarter of 2023.

[removed: We expect operating] [added: Operating] profit [removed: to increase] [added: was $12.966 billion] in 2023, [added: an increase of $5.062 billion, or 64 percent,] compared [removed: to] [added: with $7.904 billion in] 2022.

[removed: Increases in SG&A/R&D expenses are expected to exceed] [added: We expect] the [removed: benefit of lower] short-term incentive compensation expense [added: benefit year over year to be offset by increases] in [removed: 2023] [added: SG&A/R&D expenses] as we continue to invest in strategic initiatives [added: aimed at future long-term profitable growth,] such as services growth and technology, including [removed: digital, electrification] [added: autonomy, alternative fuels, connectivity] and [removed: autonomy.][added: digital and electrification.]

Areas of particular focus include [added: transportation,] certain [removed: components, transportation] [added: components] and raw materials.

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

- Information on non-GAAP financial measures is included on page [removed: 49.][added: 47.]

[removed: ][added: ]

The chart above graphically illustrates reasons for the change in consolidated sales and revenues between [removed: 2021] [added: 2022] (at left) and [removed: 2022] [added: 2023] (at right).

Total sales and revenues for [removed: 2022] [added: 2023] were [removed: $59.427] [added: $67.060] billion, an increase of [removed: $8.456] [added: $7.633] billion, or [removed: 17] [added: 13] percent, compared with [removed: $50.971] [added: $59.427] billion in [removed: 2021.][added: 2022.]

[removed: The increase was primarily] [added: - In EAME, sales increased] due to favorable price realization and [removed: higher sales volume, partially offset by unfavorable] [added: favorable] currency [removed: impacts] [added: impacts, primarily] related to the euro, [removed: Australian dollar and Japanese yen.][added: partially offset by lower sales volume.]

[removed: The increase in] [added: Lower] sales volume was driven by the impact from changes in [removed: dealer inventories, increased services] [added: dealer inventories] and [removed: higher] [added: lower] sales of equipment to end users.

North America sales increased [removed: 29] [added: 25] percent driven by [added: higher sales of equipment to end users,] favorable price [removed: realization,] [added: realization and] the impact from changes in dealer [removed: inventories, increased services and higher sales of equipment to end users.][added: inventories.]

[removed: Dealers] [added: Dealer inventory] increased [removed: inventories] during 2022, compared to a decrease during [removed: 2021.][added: 2023.]

[removed: Sales] [added: EAME sales] increased [removed: 33] [added: 6] percent [removed: in Latin America] due to [added: favorable price realization and] higher sales of equipment to end users, [removed: favorable price realization and] [added: partially offset by] the impact from changes in dealer inventories.

[removed: Dealers] [added: Dealer inventory] increased [removed: inventories] more during 2022 than during [removed: 2021.][added: 2023.]

[removed: EAME] [added: Asia/Pacific] sales increased [removed: 6] [added: 2] percent [removed: due to] [added: driven by] favorable price realization, [removed: the impact from changes in dealer inventories and higher sales of equipment to end users,] partially offset by unfavorable currency [removed: impacts] [added: impacts, primarily] related to the [removed: euro] [added: Australian dollar] and [removed: British pound.][added: Japanese yen, lower sales of equipment to end users and the impact from changes in dealer inventories.]

[removed: Asia/Pacific sales increased] [added: Sales decreased] 2 percent [removed: driven by favorable price realization,] [added: in Latin America due to] the impact from changes in dealer inventories and [removed: higher services,] [added: lower services sales volume,] partially offset by [removed: lower sales of equipment to end users] [added: favorable price realization] and [removed: unfavorable currency] [added: favorable currency] impacts [added: primarily] related to the [removed: Australian dollar and Japanese yen.][added: Brazilian real.]

| (Millions of dollars) | | | | | | [removed: 2021] [added: 2022] | | | | | | Sales Volume | | | | | | Price Realization | | | | | | Currency | | | | | | | | | | | | Inter-Segment / Other | | | | | | [removed: 2022] [added: 2023] | | | | | | $ Change | | | | | | % Change | | |

| All Other Segment | | | | | | [removed: 511] [added: 450] | | | | | | [removed: 3] [added: (8)] | | | | | | [removed: 4] [added: (5)] | | | | | | [removed: (7)] [added: (1)] | | | | | | | | | | | | [removed: (61)] [added: 13] | | | | | | [removed: 450] [added: 449] | | | | | | [removed: (61)] [added: (1)] | | | | | | [removed: (12] [added: —] | | [removed: %)] [added: %] |

| [removed: Corporate] [added: Corporate] Items and [removed: Eliminations | | | | | | (4,526) | | | | | | 82 | | | | | | (7) | | | | | | — | | | | | |] [added: Eliminations] | | | | | | [removed: (760)] [added: 14] | | | | | | [removed: (5,211)] [added: 26] | | | | | | [removed: (685)] [added: (12)] | | | | | | | | |

| Profit | | | | | | $ | 13,050 | | $ | 20.12 | | | | | $ | 8,752 | | $ | 12.64 | |

| Restructuring costs - Longwall divestiture | | | | | | 586 | | | 1.14 | | | | | | — | | | — | | |

| Deferred tax valuation allowance adjustments | | | | | | — | | | (0.21) | | | | | | — | | | — | | |

| Adjusted profit | | | | | | $ | 13,733 | | $ | 21.21 | | | | | $ | 9,370 | | $ | 13.84 | |

The increase was primarily due to favorable price realization and higher sales volume. Profit per share was $20.12 in 2023, compared with profit per share of $12.64 in 2022.

Overall demand remains healthy across most of our end markets for our products and services.

In Construction Industries, we expect North America to remain healthy in 2024.

We expect non-residential construction in North America to remain at similar demand levels as 2023 due to government-related infrastructure investments.

Residential construction is expected to remain healthy relative to historical levels.

In Asia Pacific, excluding China, we expect some softening in economic conditions.

We anticipate China will remain at a relatively low level in the excavator industry above 10-tons.

In EAME, we anticipate the region will be slightly down due to economic uncertainty in Europe, partially offset by continuing strong construction demand in the Middle East.

Construction activity in Latin America is expected to increase due to easing financial conditions.

In addition, we anticipate the ongoing benefit of our services initiatives will positively impact Construction Industries in 2024.

In Resource Industries, in 2024, for both mining and heavy construction and quarry and aggregates, we anticipate lower sales volume compared to 2023, primarily due to off-highway and articulated trucks.

While we continue to see a high level of quoting activity overall, we anticipate lower order rates as customers display capital discipline.

Customer product utilization remains high, the number of parked trucks remains low, the age of the fleet remains elevated and our autonomous solutions continue to have strong customer acceptance.

We expect higher services revenues, including robust rebuild activity in 2024.

In Energy & Transportation, in Oil & Gas, we expect reciprocating engines and services to increase slightly in 2024 compared to 2023.

Well servicing in North America is showing some short-term moderation.

Gas compression order backlog remains healthy and we continue to remain optimistic about future demand.

Power Generation reciprocating engine demand is expected to remain strong due to continued data center growth.

Solar Turbines has a strong backlog and continues to experience robust quoting activity.

Industrial demand is expected to soften from a strong 2023.

For the full-year 2024, we anticipate sales and revenues will be broadly similar to 2023, supported by continued healthy underlying demand across most of our end markets for our products and services and slightly favorable price realization.

We anticipate another year of services growth in 2024.

We do not expect a significant change in machine dealer inventories in 2024, compared to an increase in 2023.

In Construction Industries, sales of equipment to end users is expected to be broadly similar to 2023.

In Construction Industries, we do not expect dealer inventory to increase in 2024 as it did in 2023.

We also anticipate services initiatives will benefit the segment.

Resource Industries' sales in 2024 are expected to be lower, driven by lower sales volume primarily in off-highway and articulated trucks.

We also expect an unfavorable impact from changes in dealer inventories in Resource Industries.

In 2024, we expect services revenues will increase in Resource Industries.

Within Energy & Transportation in 2024, we expect slightly higher sales.

Power Generation, Oil & Gas and Transportation sales are expected to increase.

Industrial sales are expected to be lower compared to historically strong levels in 2023.

In 2024, we expect a small benefit from price realization during the first half of the year from price actions taken in the second half of 2023.

We expect price realization to modestly exceed manufacturing costs, with moderation throughout the year as we lap favorable price trends from 2023.

For 2024, we expect short-term incentive compensation expense to be about $1.2 billion, compared to $1.7 billion in 2023.

In addition, we anticipate an impact due to an unfavorable mix of products.

| Profit............................................................................. | | | | | | $ | 8,752 | | $ | 12.64 | | | | | $ | 8,204 | | $ | 11.83 | |

| Adjusted profit............................................................... | | | | | | $ | 9,370 | | $ | 13.84 | | | | | $ | 7,461 | | $ | 10.81 | |

Profit per share was $12.64 in 2022, compared with profit per share of $11.83 in 2021.

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.

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.

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.

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

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

This non-cash item is estimated to be just over $300 million for the full year, or about $80 million per quarter.

Finally, the strengthening of the U.S. dollar in 2022 acted as a benefit to profit within other income (expense), which would not re-occur if the weakening we have seen in rates continues.

Transportation shortages have resulted in delays and increased costs.

In addition, our suppliers are dealing with availability issues and freight delays, which could impact production in our facilities.

We continue to assess the environment and are taking appropriate price actions in response to rising costs.

Dealers increased their inventories about $2.4 billion in 2022, compared to a decrease of about $100 million in 2021.

Dealers increased their inventories during 2022, compared to remaining about flat during 2021.

We expect dealer inventories to be about flat in 2023 compared to 2022.

| Construction Industries | | | | | | $ | 22,106 | | | | | $ | 1,231 | | | | | $ | 2,633 | | | | | $ | (731) | | | | | | | | | | | $ | 30 | | | | | $ | 25,269 | | | | | $ | 3,163 | | | | | 14 | | % |

With [removed: 2022] [added: 2023] sales and revenues of [removed: $59.427] [added: $67.060] 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.

In 2022, we updated our strategy to also include [removed: sustainability] [added: Sustainability] as a strategic [removed: focus] area.

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

Other information about our operations in [removed: 2022,] [added: 2023,] 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.”

Our Construction Industries segment is primarily responsible for supporting customers using machinery in [removed: infrastructure, forestry] [added: infrastructure] and building construction.

The majority of machine sales in this segment are made in the heavy and general construction, rental, quarry and aggregates [removed: markets] and mining.

To meet customer expectations in developing economies, Caterpillar developed differentiated product offerings that target customers in those [removed: markets,] [added: regions,] including our SEM brand machines.

The majority of Construction Industries' research and development spending in [removed: 2022] [added: 2023] focused on the next generation of construction machines.

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

| · [removed: compact, small and] [added: asphalt pavers] | | | | | | · [removed: mini, small, medium] [added: motor graders] | | | | | | [added: ·] track-type tractors [added: (small, medium)] | | |

| [removed: medium wheel] [added: · compact track] loaders | | | | | | [removed: and large track excavators] [added: · telehandlers] | | | | | | · [removed: telehandlers] [added: wheel loaders (compact, small,] | | |

| · [removed: draglines] [added: electric rope shovels] | | | | | | · large wheel loaders | | | | | | · soil compactors | | |

| · [removed: hydraulic shovels] [added: draglines] | | | | | | · off-highway trucks | | | | | | · machinery components | | |

| · [removed: rotary drills] [added: hydraulic shovels] | | | | | | · articulated trucks | | | | | | · autonomous ready vehicles and solutions | | |

| · [removed: hard rock vehicles] [added: rotary drills] | | | | | | · wheel tractor scrapers | | | | | | · select work tools | | |

| · [removed: large track-type tractors] [added: hard rock vehicles] | | | | | | · wheel dozers | | | | | | · safety services and mining performance | | |

| · large [removed: mining trucks] [added: track-type tractors] | | | | | | · fleet management | | | | | | solutions | | |

The product and services portfolio includes reciprocating engines, generator sets, integrated systems and solutions, turbines and turbine-related services, electrified powertrain and zero-emission power sources and service solutions development, the remanufacturing of Caterpillar engines and [removed: components and] [added: components,] 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.

[removed: Principal global competitors include Cummins Inc., Deutz AG, INNIO Jenbacher GmbH, Rolls-Royce Power Systems and Wärtsilä Corp.] Other competitors, such as [removed: Fiat] [added: Volvo Penta AB, FPT] Industrial [removed: SpA] (Iveco Group), [added: INNIO,] GE [removed: Power,] [added: Vernova,] Kawasaki Heavy Industries Energy [removed: Solutions] [added: Solution] & Marine Engineering, MAN Energy Solutions (VW), [removed: Mitsubishi Heavy Industries Ltd., Siemens Energy Global GmbH,Volvo Penta AB,] Weichai Power Co., Ltd., and other emerging market competitors compete in certain markets in which Caterpillar competes.

An additional set of competitors, including Aggreko plc, [removed: Baker Hughes Co.,] Generac Holdings, Kohler [removed: Power Systems,] [added: Energy, Baker Hughes Co.,] and others, are primarily packagers who source engines and/or other components from domestic and international suppliers and market products regionally and internationally through a variety of distribution channels.

In rail-related businesses, our global competitors include [removed: Alstom SA, CRRC Corp., LTD.,] [added: Wabtec Freight,] The Greenbrier Companies, [removed: Siemens Mobility,] Voestalpine AG, [added: and] Vossloh [removed: AG] [added: AG, Alstom SA, Siemens Mobility,] and [removed: Wabtec Freight.][added: CRRC Corp., LTD. We also compete with other companies on a more limited range of products, services and/or geographic regions.]

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

Cat Financial typically maintains a security interest in retail-financed equipment and [added: generally] requires physical damage insurance coverage on financed equipment.

The dollar amount of backlog believed to be firm was approximately [removed: $30.4] [added: $27.5] billion at December 31, [removed: 2022] [added: 2023] and [removed: $23.1] [added: $30.4] billion at December 31, [removed: 2021.][added: 2022.]

Of the total backlog at December 31, [removed: 2022,] [added: 2023,] approximately [removed: $5.5] [added: $5.8] billion was not expected to be filled in [removed: 2023.][added: 2024.]

We distribute our machines principally through a worldwide organization of dealers (dealer network), 43 located in the United States and 113 located outside the United States, serving [removed: 192] [added: 191] countries.

For [removed: Caterpillar branded] [added: Caterpillar-branded] products, the company’s relationship with each of its independent dealers is memorialized in standard sales and service agreements.

The health and safety of our employees is an important focus at Caterpillar, and we strive to continually reduce our recordable [removed: injuries.][added: injuries utilizing programs that amplify our safety culture, globally.]

In [removed: 2022,] [added: 2023,] the Company achieved a recordable injury frequency rate of [removed: 0.44,] [added: 0.40,] compared to the [removed: 2021] [added: 2022] recordable injury frequency rate of [removed: 0.41.][added: 0.44.]

We also have a continual focus on strengthening technical, professional and leadership capabilities at every [removed: level.][added: level using contemporary learning strategies to foster high performance.]

Our leadership development programs [removed: and] focus on encouraging a variety of experiences to help employees broaden understanding and increase perspective.

Our leadership curriculums include managing for inclusion [added: and building resilient and high performing teams] as [removed: a] core development [removed: principle and a professional skill.][added: principles.]

Our comprehensive Total Health programs focus on purpose, as well as [removed: physical, emotional, financial,] [added: physical] and [added: mental health, emotional and] social [removed: health.][added: support, and financial wellness.]

The annual Employee Insights Survey provides all employees the opportunity to confidentially share their perspectives and engages leaders to listen, learn and respond to employee [removed: feedback.][added: feedback to help foster a positive work environment.]

As of December 31, [removed: 2022,] [added: 2023,] we employed about [removed: 109,100] [added: 113,200] full-time persons of whom approximately [removed: 60,900] [added: 62,400] were located outside the United States.

In the United States, we employed approximately [removed: 48,200] [added: 50,800] 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: 48,200] [added: 50,800] | | | | | | [removed: 44,300] [added: 48,200] | | | | | |

| Outside U.S. | | | [removed: 60,900] [added: 62,400] | | | | | | [removed: 63,400] [added: 60,900] | | | | | |

| Total | | | [removed: 109,100] [added: 113,200] | | | | | | [removed: 107,700] [added: 109,100] | | | | | |

| North America | | | [removed: 48,700] [added: 51,200] | | | | | | [removed: 44,700] [added: 48,700] | | | | | |

| · backhoe loaders | | | | | | · pipelayers | | | | | | · track excavators (mini, small | | |

| · cold planers | | | | | | · road reclaimers | | | | | | medium, large) | | |

| · compactors | | | | | | · skid steer loaders | | | | | | · wheel excavators | | |

| · forestry machines | | | | | | · track-type loaders | | | | | | medium) | | |

| · material handlers | | | | | | | | | | | | | | |

| · large mining trucks | | | | | | · landfill compactors | | | | | | | | |

Principal global competitors include Cummins Inc., Deutz AG, Rolls-Royce Power Systems and Siemens Energy Global GmbH.

Compared with year-end 2022, the order backlog decreased across the three primary segments.

In addition, Caterpillar has refreshed our safety strategy to enhance our focus on preventing serious injuries and to encourage learning from those closest to the work.

We are committed to fostering a diverse workforce and an inclusive environment that is representative of the many customers and communities we serve around the globe.

| | | | 2023 | | | | | | 2022 | | | | | |

| Total | | | 113,200 | | | | | | 109,100 | | | | | |

Costs are accrued

[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 | | |

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

| multi-terrain loaders | | | | | | · pipelayers | | | | | | · wheel excavators | | |

| · electric rope shovels | | | | | | · longwall miners | | | | | | · landfill compactors | | |

We also compete with other companies on a more limited range of products, services and/or geographic regions.

- Remanufactured reciprocating engines and components

Caterpillar Product Services Corporation (CPSC), a wholly owned subsidiary of Caterpillar, is a warranty company domiciled in Missouri.

CPSC previously conducted a machine extended service contract program in Germany and France by providing machine extended warranty reimbursement protection to dealers in Germany and France.

The program was discontinued effective January 1, 2013, though CPSC continues to provide extended warranty reimbursement protection under existing contracts.

Compared with year-end 2021, the order backlog increased for both the Energy & Transportation and Construction Industries segments, with the largest increase in Energy & Transportation.

We also sell some of the large, medium speed reciprocating engines under the MaK brand through a worldwide network of 20 distributors covering 130 countries.

As part of this focus on health and safety, Caterpillar has established a peer-to-peer safety mentorship and education program for manufacturing new hires to accelerate acclimation to our safety culture in many global locations.

In China, we continue to invest in programs that encourage women to pursue engineering management and leadership roles.

In India, we tailored recruiting campaigns and on-site benefits to attract female employees.

Caterpillar, along with other companies across industries, participates in the OneTen coalition.

The coalition is committed to upskill, hire and advance Black Americans over the next 10 years into family-sustaining careers.

We are committed to fostering a diverse workforce and an inclusive environment.

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

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] there were [removed: 527,909,143] [added: 510,143,097] 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: $94.7] [added: $125.0] billion.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: 516,345,490] [added: 499,377,269] shares of common stock of the Registrant outstanding.

| Part III | | | [removed: 2023] [added: 2024] 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](#i52f2cb26417d40b0aa52c44de003b6f3_10)] [added: I](#if62afbcc003744b6b977a3d415e60ff6_10)] | | | [Item [removed: 1.](#i52f2cb26417d40b0aa52c44de003b6f3_13)] [added: 1.](#if62afbcc003744b6b977a3d415e60ff6_13)] | | | [removed: [Business](#i52f2cb26417d40b0aa52c44de003b6f3_13)] [added: [Business](#if62afbcc003744b6b977a3d415e60ff6_13)] | | | [removed: [1](#i52f2cb26417d40b0aa52c44de003b6f3_10)] [added: [1](#if62afbcc003744b6b977a3d415e60ff6_10)] | | |

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| | | | [Item [removed: 1B.](#i52f2cb26417d40b0aa52c44de003b6f3_28)] [added: 1B.](#if62afbcc003744b6b977a3d415e60ff6_28)] | | | [Unresolved Staff [removed: Comments](#i52f2cb26417d40b0aa52c44de003b6f3_28)] [added: Comments](#if62afbcc003744b6b977a3d415e60ff6_28)] | | | [removed: [21](#i52f2cb26417d40b0aa52c44de003b6f3_28)] [added: [19](#if62afbcc003744b6b977a3d415e60ff6_28)] | | |

| | | | [Item [removed: 1C.](#i52f2cb26417d40b0aa52c44de003b6f3_31)] [added: 1D.](#if62afbcc003744b6b977a3d415e60ff6_31)] | | | [Information about our Executive [removed: Officers](#i52f2cb26417d40b0aa52c44de003b6f3_31)] [added: Officers](#if62afbcc003744b6b977a3d415e60ff6_31)] | | | [removed: [22](#i52f2cb26417d40b0aa52c44de003b6f3_31)] [added: [21](#if62afbcc003744b6b977a3d415e60ff6_31)] | | |

| | | | [Item [removed: 2.](#i52f2cb26417d40b0aa52c44de003b6f3_34)] [added: 2.](#if62afbcc003744b6b977a3d415e60ff6_34)] | | | [removed: [Properties](#i52f2cb26417d40b0aa52c44de003b6f3_34)] [added: [Properties](#if62afbcc003744b6b977a3d415e60ff6_34)] | | | [removed: [22](#i52f2cb26417d40b0aa52c44de003b6f3_34)] [added: [22](#if62afbcc003744b6b977a3d415e60ff6_34)] | | |

| | | | [Item [removed: 3.](#i52f2cb26417d40b0aa52c44de003b6f3_37)] [added: 3.](#if62afbcc003744b6b977a3d415e60ff6_37)] | | | [Legal [removed: Proceedings](#i52f2cb26417d40b0aa52c44de003b6f3_37)] [added: Proceedings](#if62afbcc003744b6b977a3d415e60ff6_37)] | | | [removed: [25](#i52f2cb26417d40b0aa52c44de003b6f3_37)] [added: [24](#if62afbcc003744b6b977a3d415e60ff6_37)] | | |

| | | | [Item [removed: 4.](#i52f2cb26417d40b0aa52c44de003b6f3_40)] [added: 4.](#if62afbcc003744b6b977a3d415e60ff6_40)] | | | [Mine Safety [removed: Disclosures](#i52f2cb26417d40b0aa52c44de003b6f3_40)] [added: Disclosures](#if62afbcc003744b6b977a3d415e60ff6_40)] | | | [removed: [25](#i52f2cb26417d40b0aa52c44de003b6f3_40)] [added: [24](#if62afbcc003744b6b977a3d415e60ff6_40)] | | |

| [Part [removed: II](#i52f2cb26417d40b0aa52c44de003b6f3_43)] [added: II](#if62afbcc003744b6b977a3d415e60ff6_43)] | | | [Item [removed: 5.](#i52f2cb26417d40b0aa52c44de003b6f3_46)] [added: 5.](#if62afbcc003744b6b977a3d415e60ff6_46)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i52f2cb26417d40b0aa52c44de003b6f3_46)] [added: Securities](#if62afbcc003744b6b977a3d415e60ff6_46)] | | | [removed: [25](#i52f2cb26417d40b0aa52c44de003b6f3_43)] [added: [24](#if62afbcc003744b6b977a3d415e60ff6_43)] | | |

| | | | [Item [removed: 6.](#i52f2cb26417d40b0aa52c44de003b6f3_49)] [added: 6.](#if62afbcc003744b6b977a3d415e60ff6_49)] | | | [removed: [\[Reserved\]](#i52f2cb26417d40b0aa52c44de003b6f3_49)] [added: [\[Reserved\]](#if62afbcc003744b6b977a3d415e60ff6_49)] | | | [removed: [27](#i52f2cb26417d40b0aa52c44de003b6f3_49)] [added: [26](#if62afbcc003744b6b977a3d415e60ff6_49)] | | |

| | | | [Item [removed: 7.](#i52f2cb26417d40b0aa52c44de003b6f3_52)] [added: 7.](#if62afbcc003744b6b977a3d415e60ff6_52)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i52f2cb26417d40b0aa52c44de003b6f3_52)] [added: Operations](#if62afbcc003744b6b977a3d415e60ff6_52)] | | | [removed: [28](#i52f2cb26417d40b0aa52c44de003b6f3_52)] [added: [27](#if62afbcc003744b6b977a3d415e60ff6_52)] | | |

| | | | [Item [removed: 7A.](#i52f2cb26417d40b0aa52c44de003b6f3_106)] [added: 7A.](#if62afbcc003744b6b977a3d415e60ff6_106)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i52f2cb26417d40b0aa52c44de003b6f3_106)] [added: Risk](#if62afbcc003744b6b977a3d415e60ff6_106)] | | | [removed: [54](#i52f2cb26417d40b0aa52c44de003b6f3_106)] [added: [52](#if62afbcc003744b6b977a3d415e60ff6_106)] | | |

| | | | [Item [removed: 8.](#i52f2cb26417d40b0aa52c44de003b6f3_109)] [added: 8.](#if62afbcc003744b6b977a3d415e60ff6_109)] | | | [Financial Statements and Supplementary [removed: Data](#i52f2cb26417d40b0aa52c44de003b6f3_109)] [added: Data](#if62afbcc003744b6b977a3d415e60ff6_109)] | | | [removed: [55](#i52f2cb26417d40b0aa52c44de003b6f3_109)] [added: [53](#if62afbcc003744b6b977a3d415e60ff6_109)] | | |

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| [Part [removed: III](#i52f2cb26417d40b0aa52c44de003b6f3_289)] [added: III](#if62afbcc003744b6b977a3d415e60ff6_289)] | | | [Item [removed: 10.](#i52f2cb26417d40b0aa52c44de003b6f3_292)] [added: 10.](#if62afbcc003744b6b977a3d415e60ff6_292)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i52f2cb26417d40b0aa52c44de003b6f3_292)] [added: Governance](#if62afbcc003744b6b977a3d415e60ff6_292)] | | | [removed: [123](#i52f2cb26417d40b0aa52c44de003b6f3_289)] [added: [120](#if62afbcc003744b6b977a3d415e60ff6_289)] | | |

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| | | | [Item [removed: 13.](#i52f2cb26417d40b0aa52c44de003b6f3_301)] [added: 13.](#if62afbcc003744b6b977a3d415e60ff6_301)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i52f2cb26417d40b0aa52c44de003b6f3_301)] [added: Independence](#if62afbcc003744b6b977a3d415e60ff6_301)] | | | [removed: [124](#i52f2cb26417d40b0aa52c44de003b6f3_301)] [added: [121](#if62afbcc003744b6b977a3d415e60ff6_301)] | | |

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| [Part [removed: IV](#i52f2cb26417d40b0aa52c44de003b6f3_307)] [added: IV](#if62afbcc003744b6b977a3d415e60ff6_307)] | | | [Item [removed: 15.](#i52f2cb26417d40b0aa52c44de003b6f3_310)] [added: 15.](#if62afbcc003744b6b977a3d415e60ff6_310)] | | | [Exhibits and Financial Statement [removed: Schedules](#i52f2cb26417d40b0aa52c44de003b6f3_310)] [added: Schedules](#if62afbcc003744b6b977a3d415e60ff6_310)] | | | [removed: [126](#i52f2cb26417d40b0aa52c44de003b6f3_307)] [added: [123](#if62afbcc003744b6b977a3d415e60ff6_307)] | | |

| | | | [Item [removed: 16.](#i52f2cb26417d40b0aa52c44de003b6f3_313)] [added: 16.](#if62afbcc003744b6b977a3d415e60ff6_313)] | | | [Form 10-K [removed: Summary](#i52f2cb26417d40b0aa52c44de003b6f3_313)] [added: Summary](#if62afbcc003744b6b977a3d415e60ff6_313)] | | | [removed: [130](#i52f2cb26417d40b0aa52c44de003b6f3_313)] [added: [127](#if62afbcc003744b6b977a3d415e60ff6_313)] | | |

| | | | [Item 1C.](#if62afbcc003744b6b977a3d415e60ff6_2653) | | | [Cybersecurity](#if62afbcc003744b6b977a3d415e60ff6_2653) | | | [19](#if62afbcc003744b6b977a3d415e60ff6_2653) | | |

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

| 8% Debentures due February 15, 2023 | | | CAT23 | | | New York Stock Exchange | | | | | |

| D. James Umpleby III [removed: (64)] [added: (65)] | | | | | | Chairman of the Board (2018) and Chief Executive Officer (2017) | | | | | | Group President (2013-2016) | | |

| Andrew R.J. Bonfield [removed: (60)] [added: (61)] | | | | | | Chief Financial Officer (2018) | | | | | | Group Chief Financial Officer for a multinational electricity and gas utility company (2010-2018) | | |

| Bob De Lange [removed: (53)] [added: (54)] | | | | | | Group President (2017) | | | | | | Vice President (2015-2016), Worldwide Product Manager, Medium Wheel Loaders, (2013-2014) | | |

| Denise C. Johnson [removed: (56)] [added: (57)] | | | | | | Group President (2016) | | | | | | Vice President (2012-2016) | | |

| Joseph E. Creed [removed: (47)] [added: (48)] | | | | | | [removed: Group President (2021)] [added: Chief Operating Officer (2023)] | | | | | | [added: Group President (2021-2023),] 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: (52)] [added: (53)] | | | | | | Group President (2021) | | | | | | Vice President, Building Construction Products (2018-2020), Director of Worldwide Forestry Products (2016-2018) | | |

| Cheryl H. Johnson [removed: (62)] [added: (63)] | | | | | | 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 [removed: (51)] [added: (52)] | | | | | | Vice President and Chief Accounting Officer (2022) | | | | | | Finance Director, Global Finance Services Division [removed: (2021-2022),] [added: (2021-2022)] Vice President and Controller and Chief Accounting Officer of PPG Industries, Inc. [removed: (2018-2021), Assistant Controller and Acting Controller for PPG Industries, Inc. (2018), Director Corporate Audit Services for PPG Industries, Inc. (2017-2018)] [added: (2018-2021)] | | |

As required by Item 106 of Regulation S-K, the following sets forth information regarding our cybersecurity strategy, risk management and governance.

Cybersecurity Strategy and Risk Management

Cybersecurity is critical to advancing our overall objectives and enabling our digital efforts.

As a global company, we face a wide variety of cybersecurity threats that range from common attacks such as ransomware and denial-of-service, to attacks from more advanced adversaries.

Our customers, suppliers, and other partners face similar cybersecurity threats, and a cybersecurity incident impacting these entities could materially adversely affect our operations, performance and results.

These cybersecurity threats and related risks make it imperative that we maintain focus on cybersecurity and systemic risks.

We maintain a comprehensive cybersecurity program which is integrated within the Company’s enterprise risk management system and encompasses the corporate information technology and operational technology environments as well as customer-facing products.

Our cybersecurity program has implemented a governance structure and process to identify, assess, manage, mitigate, respond to and report on cybersecurity risks.

We utilize cybersecurity policies and frameworks based on industry and government standards.

Our cyber risk management program controls are based on recognized best practices and standards, including the National Institute of Standards and Technology (NIST) Cyber Security Framework and the International Organization for Standardization (ISO 27001) Information Security Management System Requirements.

We partner with third parties to support and evaluate our cybersecurity program.

These third-party services span areas including cybersecurity maturity assessments, incident response, penetration testing, consulting on best practices, and others.

We also consume threat intelligence from several paid and non-paid sources.

We maintain a 24 x 7 operations center which serves as a central location for the reporting of cybersecurity matters, provides monitoring of our global cybersecurity environment, and coordinates the investigation and remediation of alerts.

As cybersecurity events occur, the cybersecurity team focuses on responding to and containing the threat and minimizing impact.

In the event of an incident, the cybersecurity team assesses, among other factors, safety impact, supply chain and manufacturing disruption, data and personal information loss, business operations disruption, projected cost and potential for reputational harm, with participation from technical, legal and law enforcement support, as appropriate.

We have implemented a cybersecurity awareness program which covers topics such as phishing, social networking safety, password security and mobile device usage.

We have mandatory training in the areas of cybersecurity, privacy, and confidential information handling.

We also conduct regular phishing training and simulations for our employees and contractors.

We provide extensive specialized role-based training to technical professionals in cybersecurity, secure application development, and other focus areas.

We also conduct periodic tabletop exercises to validate our preparation for cyber events.

We operate a third-party cybersecurity program with the goal of minimizing disruption to the Company’s business and production operations, strengthening supply chain resilience, and supporting the integrity of components and systems used in its products and services.

We rely heavily on our supply chain to deliver our products and services to our customers, and a cybersecurity incident at a supplier, subcontractor or joint venture partner could materially adversely impact us.

We assess third-party cybersecurity controls through a cybersecurity third-party risk assessment process.

Identified deficiencies are addressed through a risk remediation process.

For select suppliers, we engage third-party cybersecurity monitoring and alerting services, and seek to work directly with those suppliers to address potential deficiencies identified.

As of the date of this report, we do not believe that risks from any cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to affect us, including our business strategy, results of operations or financial condition.

That said, as discussed more fully under Item 1A.

“Risk Factors—Operational Risks— Increased information technology security threats and more sophisticated computer crime pose a risk to our systems, networks, products and services” of this Form 10-K, these threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data.

Cybersecurity attacks could also include attacks targeting customer data or the security, integrity and/or reliability of the hardware and software installed in our products.

It is possible that our information technology systems and networks, or those managed or provided by third parties, could have vulnerabilities, which could go unnoticed for a period of time.

While various procedures and controls have been and are being utilized to mitigate such risks, there can be no guarantee that the actions and controls we have implemented and are implementing, or which we cause or have caused third-party service providers to implement, will be sufficient to protect and mitigate associated risks to our systems, information or other property.

Cybersecurity Governance

Caterpillar’s board has oversight for risk management with a focus on the most significant risks facing the Company, including strategic, operational, financial and legal compliance risks.

The board’s risk oversight process builds upon management’s risk assessment and mitigation processes, which include an enterprise risk management program of which our cybersecurity processes are an integral component.

The board implements its risk oversight function both as a board and through delegation to board committees, which meet regularly and report back to the board.

The board has delegated the oversight of specific risks to board committees that align with their functional responsibilities.

The Audit Committee (the “AC”) assists the board in overseeing the enterprise risk management program and evaluates and monitors risks related to, among other things, the Company’s information security program.

The AC assesses cybersecurity and information technology risks and the controls implemented to monitor and mitigate these risks.

The Company’s Chief Information Officer & Senior Vice President, Caterpillar IT (the “CIO”) attends all bimonthly AC meetings and provides cybersecurity updates to the AC and board.

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

| | | | | | | South Carolina: Sumter | | | | | | Germany: [removed: Dortmund,] Lunen | | |

| | | | | | | | | | | | | Russia: Tosno | | |

| | | | | | | | | | | | | Italy: Jesi | | |

Number of Shareholders: Shareholders of record at the end of [removed: 2022] [added: 2023] totaled [removed: 21,935,] [added: 21,217,] compared with [removed: 22,559] [added: 21,935] at the end of [removed: 2021.][added: 2022.]

Performance Graph: Total Cumulative Shareholder Return for Five-Year Period Ending December 31, [removed: 2022][added: 2023]

The graph below shows the cumulative shareholder return assuming an investment of $100 on December 31, [removed: 2017,] [added: 2018,] and reinvestment of dividends issued thereafter.

[removed: ][added: ]

| | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

As of December 31, [removed: 2022,] [added: 2023,] we had 28 employee stock purchase plans (the “EIP Plans”) administered outside the United States for our non-U.S. employees, which had approximately [removed: 13,000] [added: 14,000] active participants in the aggregate.

During the fourth quarter of [removed: 2022,] [added: 2023,] approximately [removed: 71,000] [added: 78,000] shares of Caterpillar common stock were purchased by the EIP Plans pursuant to the terms of such plans.

| Period | | | | | | Total [removed: Number of Shares Purchased2] [added: Number of Shares Purchased] | | | | | | Average Price Paid per [removed: Share2] [added: Share] | | | | | | 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 May 2022, the Board approved a [removed: new] share repurchase authorization (the 2022 Authorization) of up to $15.0 billion of Caterpillar common stock effective August 1, 2022, with no expiration. As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: $12.8] [added: $7.8] billion remained available under the 2022 Authorization. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Caterpillar Inc. | | | | | | $ | 100.00 | | | | | $ | 119.51 | | | | | $ | 151.74 | | | | | $ | 175.95 | | | | | $ | 208.67 | | | | | $ | 262.82 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| S&P 500 Machinery | | | | | | $ | 100.00 | | | | | $ | 130.29 | | | | | $ | 160.81 | | | | | $ | 193.23 | | | | | $ | 195.93 | | | | | $ | 235.49 | |

| October 1-31, 2023 | | | | | | 965,566 | | | | | | $ | 260.01 | | | | | 965,566 | | | | | | $ | 10.340 | |

| November 1-30, 2023 | | | | | | 7,250,965 | | | | | | $ | 239.97 | | | | | 7,250,965 | | | 2 | | | $ | 8.300 | |

| December 1-31, 2023 | | | | | | 1,749,834 | | | | | | $ | 271.45 | | | | | 1,749,834 | | | | | | $ | 7.825 | |

| Total | | | | | | 9,966,365 | | | | | | $ | 247.44 | | | | | 9,966,365 | | | | | | | | |

| 2 Includes shares acquired pursuant to the accelerated share repurchase agreement entered into during the fourth quarter of 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | | | | | | | | |

| 2 In October, November and December of 2022, we repurchased 3.9 million, 0.5 million and 0.5 million shares respectively, for an aggregate of $921 million in open market transactions at an average price per share of $178.91, $228.01 and $234.23, respectively. | | | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: INTERNAL] [added: MANAGEMENT’S REPORT ON INTERNAL] CONTROL OVER FINANCIAL REPORTING

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on our assessment we concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.

Their report appears on pages [removed: 56-57.][added: 54-55.]

We have audited the accompanying consolidated statement of financial position of Caterpillar Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: CSARL IRS settlement] [added: product warranty liability] is a critical audit matter are (i) the significant judgment by management [removed: in evaluating] [added: when developing] the [removed: impact] [added: estimate] of the [removed: settlement on income taxes;] [added: product warranty liability,] (ii) a high degree of auditor judgment, [removed: subjectivity] [added: subjectivity,] and effort in performing procedures and evaluating [removed: audit evidence relating] [added: management’s significant assumption related] to [removed: the settlement;] [added: historical claim rates,] 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: income taxes.][added: management’s estimate of the product warranty liability.]

| Consolidated Results of Operations for the Years Ended December [removed: 31] [added: 31,] | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Sales of Machinery, Energy & Transportation | | | $ | [removed: 56,574] [added: 63,869] | | | | | $ | [removed: 48,188] [added: 56,574] | | | | | $ | [removed: 39,022] [added: 48,188] | |

| Revenues of Financial Products | | | [removed: 2,853] [added: 3,191] | | | | | | [removed: 2,783] [added: 2,853] | | | | | | [removed: 2,726] [added: 2,783] | | |

| Total sales and revenues | | | [removed: 59,427] [added: 67,060] | | | | | | [removed: 50,971] [added: 59,427] | | | | | | [removed: 41,748] [added: 50,971] | | |

| Cost of goods sold | | | [removed: 41,350] [added: 42,767] | | | | | | [removed: 35,513] [added: 41,350] | | | | | | [removed: 29,082] [added: 35,513] | | |

| Selling, general and administrative expenses | | | [removed: 5,651] [added: 6,371] | | | | | | [removed: 5,365] [added: 5,651] | | | | | | [removed: 4,642] [added: 5,365] | | |

| Research and development expenses | | | [removed: 1,814] [added: 2,108] | | | | | | [removed: 1,686] [added: 1,814] | | | | | | [removed: 1,415] [added: 1,686] | | |

| Interest expense of Financial Products | | | [removed: 565] [added: 1,030] | | | | | | [removed: 455] [added: 565] | | | | | | [removed: 589] [added: 455] | | |

| Goodwill impairment charge | | | [removed: 925] [added: —] | | | | | | [removed: —] [added: 925] | | | | | | — | | |

| Other operating (income) expenses | | | [removed: 1,218] [added: 1,818] | | | | | | [removed: 1,074] [added: 1,218] | | | | | | [removed: 1,467] [added: 1,074] | | |

| Total operating costs | | | [removed: 51,523] [added: 54,094] | | | | | | [removed: 44,093] [added: 51,523] | | | | | | [removed: 37,195] [added: 44,093] | | |

| Operating profit | | | [removed: 7,904] [added: 12,966] | | | | | | [removed: 6,878] [added: 7,904] | | | | | | [removed: 4,553] [added: 6,878] | | |

| Interest expense excluding Financial Products | | | [removed: 443] [added: 511] | | | | | | [removed: 488] [added: 443] | | | | | | [removed: 514] [added: 488] | | |

| Other income (expense) | | | [removed: 1,291] [added: 595] | | | | | | [removed: 1,814] [added: 1,291] | | | | | | [removed: (44)] [added: 1,814] | | |

| Consolidated profit before taxes | | | [removed: 8,752] [added: 13,050] | | | | | | [removed: 8,204] [added: 8,752] | | | | | | [removed: 3,995] [added: 8,204] | | |

| Provision (benefit) for income taxes | | | [removed: 2,067] [added: 2,781] | | | | | | [removed: 1,742] [added: 2,067] | | | | | | [removed: 1,006] [added: 1,742] | | |

| Profit of consolidated companies | | | [removed: 6,685] [added: 10,269] | | | | | | [removed: 6,462] [added: 6,685] | | | | | | [removed: 2,989] [added: 6,462] | | |

| Equity in profit (loss) of unconsolidated affiliated companies | | | [removed: 19] [added: 63] | | | | | | [removed: 31] [added: 19] | | | | | | [removed: 14] [added: 31] | | |

| Profit of consolidated and affiliated companies | | | [removed: 6,704] [added: 10,332] | | | | | | [removed: 6,493] [added: 6,704] | | | | | | [removed: 3,003] [added: 6,493] | | |

| Less: Profit (loss) attributable to noncontrolling interests | | | [removed: (1)] [added: (3)] | | | | | | [removed: 4] [added: (1)] | | | | | | [removed: 5] [added: 4] | | |

| Profit 1 | | | $ | [removed: 6,705] [added: 10,335] | | | | | $ | [removed: 6,489] [added: 6,705] | | | | | $ | [removed: 2,998] [added: 6,489] | |

| Profit per common share | | | $ | [removed: 12.72] [added: 20.24] | | | | | $ | [removed: 11.93] [added: 12.72] | | | | | $ | [removed: 5.51] [added: 11.93] | |

| Profit per common share — diluted 2 | | | $ | [removed: 12.64] [added: 20.12] | | | | | $ | [removed: 11.83] [added: 12.64] | | | | | $ | [removed: 5.46] [added: 11.83] | |

| \- Basic | | | [removed: 526.9] [added: 510.6] | | | | | | [removed: 544.0] [added: 526.9] | | | | | | [removed: 544.1] [added: 544.0] | | |

| \- Diluted 2 | | | [removed: 530.4] [added: 513.6] | | | | | | [removed: 548.5] [added: 530.4] | | | | | | [removed: 548.6] [added: 548.5] | | |

| Consolidated Comprehensive Income (Loss) for the Years Ended December [removed: 31] [added: 31,] | | | | | | | | | | | | | | | | | |

| Profit (loss) of consolidated and affiliated companies | | | $ | [removed: 6,704] [added: 10,332] | | | | | $ | [removed: 6,493] [added: 6,704] | | | | | $ | [removed: 3,003] [added: 6,493] | |

| Foreign currency translation: | | | [removed: (820)] [added: 546] | | | | | | [removed: (598)] [added: (820)] | | | | | | [removed: 577] [added: (598)] | | |

| | | | February 16, 2024 | | | | | |

*Product Warranty Liability*

As described in Notes 2 and 21 to the consolidated financial statements, the Company’s product warranty liability as of December 31, 2023 was $1,894 million.

At the time the Company recognizes a sale, management records estimated future warranty costs.

Management determines the product warranty liability by applying historical claim rate experience to the current field population and dealer inventory.

Generally, management bases historical claim rates on actual warranty experience for each product by machine model/engine size by customer or dealer location (inside or outside North America).

Management develops specific rates for each product shipment month and updates them monthly based on actual warranty claim experience.

These procedures also included, among others (i) testing the completeness and accuracy of underlying data provided by management and (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate by performing one or a combination of procedures, including (a) developing an independent actuarial estimate of the product warranty liability, and comparing the independent estimate to management’s actuarial determined liability; and (b) evaluating the appropriateness of management’s actuarial methodologies and the reasonableness of management’s significant assumption related to historical claim rates.

Dallas, Texas

February 16, 2024

| | | | 2023 | | | | | | 2022 | | | | | | | | |

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

| Change in ownership from noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7) | | | | | | (7) | | |

| Common shares repurchased: 19,466,020 2 | | | — | | | | | | (4,675) | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,675) | | |

| Outstanding authorized accelerated share repurchase | | | (300) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (300) | | |

| Balance at December 31, 2023 | | | $ | 6,403 | | | | | $ | (36,339) | | | | | $ | 51,250 | | | | | $ | (1,820) | | | | | $ | 9 | | | | | $ | 19,503 | |

| Loss on divestiture | | | 572 | | | | | | — | | | | | | — | | |

Supplier finance programs (ASU 2022-04) — In September 2022, the Financial Accounting Standards Board (FASB) issued guidance to enhance the transparency of supplier finance programs.

The new standard requires annual disclosure of the key terms of the program, a description of where in the financial statements amounts outstanding under the program are presented, a rollforward of such amounts, and interim disclosure of amounts outstanding as of the end of each period.

The guidance does not affect recognition, measurement, or financial statement presentation of supplier finance programs.

The ASU was effective on January 1, 2023, except for the rollforward, which is effective on January 1, 2024.

Our adoption of this guidance results in the following disclosures relating to our supplier finance programs and related obligations.

We facilitate voluntary supplier finance programs (the “Programs”) through participating financial institutions.

The Programs are available to a wide range of suppliers and allow them the option to manage their cash flow.

We are not a party to the agreements between the participating financial institutions and the suppliers in connection with the Programs.

The range of payment terms, typically 60-90 days, we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the Programs.

The amount of obligations outstanding that are confirmed as valid to the participating financial institutions for suppliers who voluntarily participate in the Programs, included in Accounts payable in Statement 3, were $803 million and $862 million at December 31, 2023 and 2022, respectively.

| 2021-08 | | | Business combinations | | |

| 2022-02 | | | Financial instruments - Credit losses | | |

| 2022-06 | | | Reference rate reform | | |

Segment reporting (ASU 2023-07) — In November 2023, the FASB issued accounting guidance that requires incremental disclosures related to reportable segments which includes significant segment expense categories and amounts for each reportable segment.

The guidance is effective January 1, 2024, and will be adopted retrospectively.

The adoption will result in incremental disclosures related to reportable segments in the 2024 year-end financial statements and interim periods beginning in 2025.

We are in the process of evaluating the effect of this new guidance on the related disclosures.

Income tax reporting (ASU 2023-09) — In December 2023, the FASB issued accounting guidance to expand the annual disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid.

This guidance is effective January 1, 2025, with early adoption permitted.

This guidance can be applied prospectively or retrospectively.

We are in the process of evaluating the effect of this new guidance on the related disclosures.

In June of 2023, shareholders approved the Caterpillar Inc. 2023 Long-Term Incentive Plan (the 2023 Plan), which superseded and replaced the 2014 Plan.

The total number of shares authorized for equity awards under the 2023 Plan is 42,500,000.

MANAGEMENT’S REPORT ON

| | | | 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.

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

Chicago, Illinois

February 15, 2023

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

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

| Balance at December 31, 2019 | | | $ | 5,935 | | | | | $ | (24,217) | | | | | $ | 34,437 | | | | | $ | (1,567) | | | | | $ | 41 | | | | | $ | 14,629 | |

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

| Balance at January 1, 2020 | | | $ | 5,935 | | | | | $ | (24,217) | | | | | $ | 34,412 | | | | | $ | (1,567) | | | | | $ | 41 | | | | | $ | 14,604 | |

| Common shares repurchased: 10,096,006 | | | — | | | | | | (1,250) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,250) | | |

| Other | | | 154 | | | | | | (1) | | | | | | 4 | | | | | | — | | | | | | 1 | | | | | | 158 | | |

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

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

We also sell some of the large, medium speed reciprocating engines under the MaK brand through a worldwide network of 20 distributors covering 130 countries.

For VIEs, we assess whether we are the primary beneficiary as prescribed by the accounting guidance on the consolidation of VIEs.

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

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

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

In June of 2017, shareholders amended and restated the Plan.

The Plan initially provided that up to 38,800,000 Common Shares would be reserved for future issuance under the Plan, subject to adjustment in certain events.

Subsequent to the shareholder approval of the amendment and restatement of the Plan, an additional 36,000,000 Common Shares became available for all awards under the Plan.

The total number of shares authorized for equity awards under the amended and restated Caterpillar Inc. 2014 Long-Term Incentive Plan is 74,800,000, of which 31,334,705 shares remained available for issuance as of December 31, 2022.

| Outstanding at January 1, 2022 | | | 7,722,420 | | | | | | $ | 127.52 | | | | | 1,100,181 | | | | | | $ | 166.50 | | | | | 645,373 | | | | | | $ | 165.74 | |

| 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 | |

| 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 | | |

Management’s report on the company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] is included on page [removed: 55] [added: 53] 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: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.

Their report appears on pages [removed: 56-57] [added: 54-55] of Part II, Item 8 “Financial Statements and Supplementary Data.”

During the three months ended December 31, 2023, none of the company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Disclosures Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934

During the three months ended 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”).

Specifically, Caterpillar Eurasia LLC, from time to time, directly or indirectly, made required submissions to and received regulatory authorizations from the FSB related to the importation of software used in the on-board telematics and control systems of Caterpillar machines that were imported into Russia.

Caterpillar Eurasia LLC did not generate any net revenue or net profits from such approval activity and does not make any sales to or have other dealings with the FSB.

Caterpillar Eurasia LLC plans to continue these activities as long as it remains lawful to do so.

Information required by this Item is incorporated by reference from the [removed: 2023] [added: 2024] Proxy Statement.

Information required by this Item appears in Item [removed: 1C] [added: 1D] of this Form 10-K.

If applicable, information required by this Item is incorporated by reference from the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement.

Information required by this Item is incorporated by reference from the 2024 Proxy Statement.

Information required by this Item is incorporated by reference from the 2024 Proxy Statement.

Information required by this Item is incorporated by reference from the 2024 Proxy Statement.

Information required by this Item is incorporated by reference from the [removed: 2023] [added: 2024] Proxy Statement.

Information required by this Item relating to security ownership of certain beneficial owners and management is incorporated by reference from the [removed: 2023] [added: 2024] Proxy Statement.

(as of December 31, 2023)

| Equity compensation plans approved by security holders | | | | | | 7,210,783 | | | | | | $ | 169.57 | | | | | 43,041,378 | | |

| Total | | | | | | 7,210,783 | | | | | | $ | 169.57 | | | | | 43,041,378 | | |

(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 | | |

Information required by this Item is incorporated by reference from the [removed: 2023] [added: 2024] Proxy Statement.

Our independent registered public accounting firm is PricewaterhouseCoopers LLP, [removed: Chicago, Illinois,] [added: Dallas, Texas,] Auditor Firm ID: 238.

Information required by this Item is incorporated by reference from the [removed: 2023] [added: 2024] Proxy Statement.

| | | | | | | [removed: 4.7] [added: 4.12] | | | [Form of [removed: 2.600%] [added: 4.75%] Senior Note due [removed: 2022] [added: 2064] (incorporated by reference from Exhibit 4.3 to the Company's Current Report on Form 8-K, filed [removed: June 25, 2012)](http://www.sec.gov/Archives/edgar/data/18230/000110465912045592/a12-14982_4ex4d3.htm)] [added: on May 8, 2014)](http://www.sec.gov/Archives/edgar/data/18230/000110465914036148/a14-12062_1ex4d3.htm)] | | | | | |

| | | | | | | [removed: 4.8] [added: 4.7] | | | [Form of 3.803% Rule 144A Global Debenture due 2042 (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August 28, 2012)](http://www.sec.gov/Archives/edgar/data/18230/000001823012000419/exhibit41.htm) | | | | | |

| | | | | | | [removed: 4.9] [added: 4.8] | | | [Form of 3.803% Regulation S Global Debenture due 2042 (incorporated by reference from Exhibit 4.2 to Form 8-K, filed August 28, 2012)](http://www.sec.gov/Archives/edgar/data/18230/000001823012000419/exhibit42.htm) | | | | | |

| | | | | | | [removed: 4.10] [added: 4.9] | | | [Form of 3.803% Global Debenture due 2042 (incorporated by reference from Exhibit 4.9 to Form S-4 filed on September 7, 2012)](http://www.sec.gov/Archives/edgar/data/18230/000110465912062251/a12-19777_1ex4d9.htm) | | | | | |

| | | | | | | [removed: 4.11] [added: 4.10] | | | [Form of 3.40% Senior Note due 2024 (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on May 8, 2014)](http://www.sec.gov/Archives/edgar/data/18230/000110465914036148/a14-12062_1ex4d1.htm) | | | | | |

| | | | | | | [removed: 4.12] [added: 4.11] | | | [Form of 4.30% Senior Note due 2044 (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on May 8, 2014)](http://www.sec.gov/Archives/edgar/data/18230/000110465914036148/a14-12062_1ex4d2.htm) | | | | | |

| | | | | | | 4.13 | | | [Form of [removed: 4.75%] [added: 2.600%] Senior Note due [removed: 2064] [added: 2029] (incorporated by reference from Exhibit [removed: 4.3] [added: 4.1] to the Company's Current Report on Form [removed: 8-K,] [added: 8-K] filed [removed: on May 8, 2014)](http://www.sec.gov/Archives/edgar/data/18230/000110465914036148/a14-12062_1ex4d3.htm)] [added: September 19, 2019)](http://www.sec.gov/Archives/edgar/data/18230/000141057819001313/tv529755_ex4-1.htm)] | | | | | |

| | | | | | | 4.14 | | | [Form of [removed: 2.600%] [added: 3.250%] Senior Note due [removed: 2029] [added: 2049] (incorporated by reference from Exhibit [removed: 4.1] [added: 4.2] to the Company's Current Report on Form 8-K filed September 19, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/18230/000141057819001313/tv529755_ex4-1.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/18230/000141057819001313/tv529755_ex4-2.htm)] | | | | | |

| | | | | | | [removed: 4.15] [added: 4.16] | | | [Form of 3.250% Senior [removed: Note] [added: Notes] due [removed: 2049] [added: 2050] (incorporated by reference from Exhibit 4.2 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed [removed: September 19, 2019)](http://www.sec.gov/Archives/edgar/data/18230/000141057819001313/tv529755_ex4-2.htm)] [added: April 9, 2020](http://www.sec.gov/Archives/edgar/data/18230/000110465920045004/tm2014938d4_ex4-2.htm))] | | | | | |

| | | | | | | [removed: 4.16] [added: 4.15] | | | [Form of 2.600% Senior Notes due 2030 (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 9, 2020)](http://www.sec.gov/Archives/edgar/data/18230/000110465920045004/tm2014938d4_ex4-1.htm) | | | | | |

| | | | | | | 4.17 | | | [Form [removed: of 3.250%] [added: 1.900%] Senior Notes due [removed: 2050 (incorporated] [added: 20](https://www.sec.gov/Archives/edgar/data/18230/000110465921035534/tm218116d4_ex4-1.htm)[31](https://www.sec.gov/Archives/edgar/data/18230/000110465921035534/tm218116d4_ex4-1.htm) [(incorporated] by reference from Exhibit [removed: 4.2] [added: 4.1] to the Company’s Current Report on Form 8-K filed [removed: April 9, 2020](http://www.sec.gov/Archives/edgar/data/18230/000110465920045004/tm2014938d4_ex4-2.htm))] [added: March 12, 2021)](https://www.sec.gov/Archives/edgar/data/18230/000110465921035534/tm218116d4_ex4-1.htm)] | | | | | |

| | | | | | | [removed: 4.18] [added: 10.1] | | | [removed: [Form 1.900% Senior Notes due 2013] [added: [Caterpillar Inc. 2023 Long-Term Incentive Plan] (incorporated by reference from Exhibit [removed: 4.1] [added: 10.1] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed [removed: March 12, 2021)](https://www.sec.gov/Archives/edgar/data/18230/000110465921035534/tm218116d4_ex4-1.htm)] [added: June 20, 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000110465923072533/tm2318728d1_ex10-1.htm)] | | | | | |

| | | | | | | [removed: 4.19] [added: 4.18] | | | [Description of Securities](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex416descofsecuriti.htm) [(incorporated by reference from Exhibit 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) | | | | | |

| | | | | | | [removed: 10.1] [added: 10.35] | | | [removed: [Caterpillar] [added: [Revised Letter Agreement by and between Caterpillar] Inc. [removed: 2006 Long-Term Incentive Plan as amended] and [removed: restated through second amendment,] [added: Andrew Bonfield] dated August [removed: 22, 2013] [added: 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, [removed: 2013)*](http://www.sec.gov/Archives/edgar/data/18230/000001823013000443/cat_exx106x9302013.htm)] [added: 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000293/ex_106xcfo.htm)] | | | | | |

| | | | | | | [removed: 10.2] [added: 10.51] | | | [removed: [Third] [added: [First] Amendment to [removed: the] Caterpillar Inc. [removed: 2006] [added: 2014] Long-Term Incentive [removed: Plan] [added: Plan,] effective [removed: as of April] [added: July] 1, [removed: 2019] [added: 2022] (incorporated by reference from Exhibit 10.2 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a102_3rdxamendmentxtoxrest.htm)] [added: September 30, 2022)](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex102_firstamendmenttothe2.htm)] | | | | | |

| | | | | | | [removed: 10.3] [added: 10.9] | | | [removed: [Fourth] [added: [Second] Amendment to the Caterpillar Inc. [removed: 2006 Long-Term Incentive Plan] [added: Supplemental Retirement Plan,] effective [removed: as of] July 1, 2022 (incorporated by reference from Exhibit [removed: 10.1] [added: 10.3] to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex101_xfourthamendmenttoth.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex103_secondamendmenttothe.htm)] | | | | | |

| | | | | | | [removed: 10.4] [added: 10.50] | | | [Caterpillar Inc. 2014 Long-Term Incentive Plan, amended and restated effective October 8, [removed: 2019](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex1032014ltip.htm) [(incorporated] [added: 2019 (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: 10.5] [added: 10.17] | | | [removed: [First] [added: [Second] Amendment to [added: the] Caterpillar Inc. [removed: 2014 Long-Term Incentive] [added: Directors' Deferred Compensation] Plan, effective [added: as of] July 1, 2022 (incorporated [removed: 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] [added: by reference to] Exhibit [removed: 10.2] [added: 10.5] to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: 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)] [added: September 30, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex105_secondamendmenttothe.htm)] | | | | | |

| | | | | | | [removed: 10.6] [added: 10.27] | | | [removed: [Caterpillar] [added: [Third Amendment to the Caterpillar] Inc. [removed: Executive Office Annual Incentive] [added: Supplemental Deferred Compensation] Plan [removed: amended and restated October 8, 2019](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex104eoaip.htm) [(incorporated] [added: effective January 1, 2019 (incorporated] by reference from Exhibit [removed: 10.4] [added: 10.32] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex104eoaip.htm)] [added: 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex1032thirdamemdsdcp.htm)] | | | | | |

| | | | | | | [removed: 10.7] [added: 10.55] | | | [Form of [added: Performance-Based Restricted] Stock [removed: Appreciation Right] [added: Unit] Award pursuant to the [removed: 2006] [added: 2014] Long-Term Incentive [removed: Plan, dated March 5, 2012] [added: Plan] (incorporated by reference from Exhibit 10.4 to the [removed: Company's Annual] [added: Company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2012)*](http://www.sec.gov/Archives/edgar/data/18230/000001823013000075/ex104.htm)] [added: 2023)*\]](https://www.sec.gov/Archives/edgar/data/18230/000001823023000022/ex104_xformofprsuawardpurs.htm)] | | | | | |

| | | | | | | [removed: 10.8] [added: 10.54] | | | [Form of Nonqualified Stock [removed: Option] [added: Options] Award pursuant to the [removed: 2006] [added: 2014] Long-Term Incentive [removed: Plan, dated March 5, 2012] [added: Plan] (incorporated by reference from Exhibit [removed: 10.5] [added: 10.3] to the [removed: Company's Annual] [added: Company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2012)*](http://www.sec.gov/Archives/edgar/data/18230/000001823013000075/ex105.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000022/ex103_xformofnqsoawardpurs.htm)] | | | | | |

| | | | | | | [removed: 10.9] [added: 10.53] | | | [Form of Restricted Stock Unit Award [added: for Directors] pursuant to the 2014 Long-Term Incentive Plan [removed: for awards granted after 2017] (incorporated by reference from Exhibit 10.2 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000136/exhibit102.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000022/ex102_xformofrsuawardfordi.htm)] | | | | | |

| | | | | | | [removed: 10.10] [added: 10.3] | | | [Form of Restricted Stock Unit Award for Directors pursuant to the [removed: 2014] [added: 2023] Long-Term Incentive Plan [removed: for awards granted after 2017] (incorporated by reference [removed: to] [added: from] Exhibit [removed: 10.10] [added: 10.2] to the [removed: Company’s Annual] [added: Company's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1010_rsuawardnotice.htm)] [added: June 30, 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000047/ex102_xformofrsuawardfordi.htm)] | | | | | |

| | | | | | | [removed: 10.11] [added: 10.4] | | | [Form of Nonqualified Stock [removed: Option] [added: Options] Award pursuant to the [removed: 2014] [added: 2023] Long-Term Incentive Plan (incorporated by reference from Exhibit [removed: 10.9] [added: 10.3] to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2014)*](http://www.sec.gov/Archives/edgar/data/18230/000001823015000061/cat_exx109x12x31x14.htm)] [added: June 30, 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000047/ex103_xformofnqsoawardpurs.htm)] | | | | | |

| | | | | | | [removed: 10.12] [added: 10.52] | | | [Form of [removed: Nonqualified] [added: Restricted] Stock [removed: Option] [added: Unit] Award pursuant to the 2014 Long-Term Incentive Plan [removed: for awards granted after 2015] (incorporated by reference from Exhibit [removed: 10.12] [added: 10.1] to the [removed: Company's Annual] [added: Company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2015)*](http://www.sec.gov/Archives/edgar/data/18230/000001823016000410/cat_exx1012x12312015.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000022/ex101_xformofrsuawardpursu.htm)] | | | | | |

| | | | | | | [removed: 10.13] [added: 10.2] | | | [Form of [removed: Nonqualified] [added: Restricted] Stock [removed: Option] [added: Unit] Award pursuant to the [removed: 2014] [added: 2023] Long-Term Incentive Plan [removed: for awards granted after 2017] (incorporated by reference from Exhibit [removed: 10.3] [added: 10.1] to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000136/exhibit103.htm)] [added: June 30, 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000047/ex101_xformofrsuawardpursu.htm)] | | | | | |

| | | | | | | [removed: 10.14] [added: 10.6] | | | [Form of Nonqualified Stock [removed: Option] [added: Options] Award pursuant to the [removed: 2014] [added: 2023] Long-Term Incentive Plan [removed: for awards granted after 2018] [added: (China Payroll Addendum)] (incorporated by reference [removed: to] [added: from] Exhibit [removed: 10.3] [added: 10.5] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a103_formxofxnqso-award.htm)] [added: June 30, 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000047/ex105_xformofnqsoawardpurs.htm)] | | | | | |

| | | | | | | [removed: 10.15] [added: 10.5] | | | [removed: [Addendum to Form] [added: [Form] of [removed: Nonqualified] [added: Performance-Based Restricted] Stock [removed: Option] [added: Unit] Award pursuant to the [removed: 2006 and 2014] [added: 2023] Long-Term Incentive [removed: Plans for awards granted prior to March 4, 2019] [added: Plan] (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: March] [added: June] 30, [removed: 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a104_addendumxformxofxnqso.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000047/ex104_xformofprsuawardpurs.htm)] | | | | | |

| | | | | | | [removed: 10.16] [added: 10.19] | | | [removed: [Form of Performance-Based Restricted Stock Unit Award pursuant to the 2014 Long-Term Incentive] [added: [Caterpillar Inc. Deferred Employees’ Investment] Plan [removed: for awards granted after] [added: 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 [removed: March 31, 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000136/exhibit104.htm)] [added: June 30, 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823017000245/exhibit104.htm)] | | | | | |

| | | | | | | [removed: 10.20] [added: 10.29] | | | [removed: [Form of Nonqualified Stock Option Award pursuant] [added: [Fifth Amendment] to the [removed: 2014 Long-Term Incentive Plan (incorporated] [added: Caterpillar Inc. Supplemental Deferred Compensation Plan, effective as of July 1, 2022(incorporated] by reference from Exhibit [removed: 10.3] [added: 10.7] to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000112/catex103nqsoformawardnotic.htm)] [added: September 30, 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex107_fifthamendmenttothes.htm)] | | | | | |

| | | | | | | [removed: 10.22] [added: 10.7] | | | [Caterpillar Inc. Supplemental Retirement Plan (formerly known as the Caterpillar Inc. Supplemental Pension Benefit Plan), amended and restated effective January 1, 2020 (incorporated by reference from Exhibit 10.17 to the Company's Annual report on Form 10-K for the year ended December 31, 2020)*](https://www.sec.gov/Archives/edgar/data/18230/000001823021000063/ex_1017xsupplementalretire.htm) | | | | | |

| | | | | | | [removed: 10.23] [added: 10.8] | | | [First Amendment to the Caterpillar Inc. Supplemental Retirement Plan, effective January 1, 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: 10.24] [added: 10.14] | | | [removed: [Second] [added: [Fourth] Amendment to the Caterpillar Inc. Supplemental [removed: Retirement] [added: Employees' Investment] Plan, effective [added: as of] July 1, 2022 (incorporated by reference [removed: from Exhibit 10.3] to [added: Exhibit 10.4] the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex103_secondamendmenttothe.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex104_fourthamendmentothes.htm)] | | | | | |

| | | | | | | [removed: 10.25] [added: 10.10] | | | [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: 10.26] [added: 10.11] | | | [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: 10.27] [added: 10.12] | | | [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: 10.28] [added: 10.13] | | | [Third Amendment to the Caterpillar Inc. Supplemental Employees' Investment Plan, effective January 1, 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: 10.29] [added: 10.23] | | | [Fourth Amendment to the Caterpillar Inc. [removed: Supplemental] [added: Deferred] Employees' Investment Plan, effective as of July 1, [removed: 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] [added: 2022 (incorporated] by reference to Exhibit [removed: 10.4] [added: 10.6 to] the Company's Quarterly Report on Form 10-Q for the quarter [removed: 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] [added: ended September] 30, [removed: 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex104_fourthamendmentothes.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/18230/000001823022000223/ex106_fourthamendmenttothe.htm)] | | | | | |

| | | | | | | [removed: 10.30] [added: 10.15] | | | [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: 10.31] [added: 10.16] | | | [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) | | | | | |

| | | | | | | 10.45 | | | [Amendment No. 1 to Third Amended and Restated Credit Agreement (3-Year Facility) dated August 31, 2023 (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed September 1, 2023)](https://www.sec.gov/Archives/edgar/data/18230/000110465923097732/tm2325071d1_ex10-4.htm) | | | | | |

| | | | | | | 10.49 | | | [Amendment No. 1 to Third Amended and Restated Credit Agreement (5-Year Facility) dated August 31, 2023 (incorporated by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed September 1, 2023)](https://www.sec.gov/Archives/edgar/data/18230/000110465923097732/tm2325071d1_ex10-5.htm) | | | | | |

| | | | | | | 97 | | | [Caterpillar Inc. Incentive Compensation Clawback Policy (as adopted October 11, 2023)](https://www.sec.gov/Archives/edgar/data/18230/000001823024000009/cat_exx97x12312023clawback.htm) | | | | | |

| | | | | | | 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 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) | | | | | |

| | | | | | | 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) | | | | | |