A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

There have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

PeriodTotal Number of Shares Purchased2,3,4Average Price Paid per Share2,3,4Total Number of Shares Purchased as Part of Publicly Announced ProgramApproximate Dollar Value of Shares that May Yet be Purchased **under the Program (in billions)**1
April 1-30, 2022466,166$206.40466,166$1.278
May 1-31, 20223,594,000$210.833,594,000$0.520
June 1-30, 20221,800,647$191.701,800,647$0.175
Total5,860,813$204.605,860,813
1 In July 2018, the Board approved a share repurchase authorization of up to $10.0 billion of Caterpillar common stock effective January 1, 2019, with no expiration (the 2018 Authorization). As of June 30, 2022, $175 million remained available under the 2018 Authorization.
2 During the first quarter of 2022, we entered into an ASR with a third-party financial institution to purchase $500 million of our common stock. In February 2022, upon payment of the $500 million to the financial institution, we received 2.0 million shares. In April 2022, upon final settlement of the ASR, we received an additional 0.4 million shares. In total, we repurchased 2.4 million shares under this ASR at an average price per share of $206.37.
3 During the second quarter of 2022, we entered into an ASR with a third-party financial institution to purchase $750 million of our common stock. In May 2022, upon payment of the $750 million to the financial institution, we received 2.8 million shares. In June 2022, upon final settlement of the ASR, we received an additional 0.8 million shares. In total, we repurchased 3.6 million shares under this ASR at an average price per share of $207.16.
4 In May and June of 2022, we repurchased 0.8 million and 1.0 million shares respectively, for an aggregate of $353 million in open market transactions at an average price per share of $206.25 and $193.36, respectively. In April of 2022, we repurchased a minimal number of shares in open market transactions as illustrated in the above table.

Non-U.S. Employee Stock Purchase Plans

As of June 30, 2022, we had 28 employee stock purchase plans (the “EIP Plans”) that are administered outside the United States for our non-U.S. employees, which had approximately 13,000 active participants in the aggregate. During the second quarter of 2022, approximately 73,000 shares of Caterpillar common stock were purchased by the EIP Plans pursuant to the terms of such plans.

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