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, 2022.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities

PeriodTotal Number of Shares Purchased2,3Average Price Paid per Share2,3Total 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, 20231,049,531$220.261,049,531$12.168
May 1-31, 20234,437,549$222.584,437,549$11.062
June 1-30, 2023427,328$213.52427,328$10.970
Total5,914,408$221.515,914,408
1 In May 2022, the Board approved a 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 June 30, 2023, $11.0 billion remained available under the 2022 Authorization.
2 During the second quarter of 2023, we entered into an accelerated share repurchase agreement ("ASR") with a third-party financial institution to purchase $750 million of our common stock. In May 2023, upon payment of the $750 million to the financial institution, we received 2.8 million shares. In July 2023, upon final settlement of the ASR, we received an additional 0.5 million shares. In total, we repurchased 3.3 million shares under this ASR at an average price per share of $228.66.
3 In April, May and June of 2023, we repurchased 1.0 million, 1.7 million and 0.4 million shares, respectively, for an aggregate of $679 million in open market transactions at an average price per share of $220.26, $212.56 and $213.52, respectively.

Non-U.S. Employee Stock Purchase Plans

As of June 30, 2023, 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 14,000 active participants in the aggregate. During the second quarter of 2023, approximately 84,000 shares of Caterpillar common stock were purchased by the EIP Plans pursuant to the terms of such plans.

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