What changed in this filing

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Item 1. Financial Statements

2025-11-03 compared with 2025-08-06 · 162 added, 143 removed, 1358 unchanged (18% of the section changed)

3 unchanged sentences

(Dollars in millions except per share data)

Three Months Ended June 30,

Three Months Ended September 30,

Sales and revenues:

30 unchanged sentences

(Dollars in millions)

Three Months Ended June 30,

Three Months Ended September 30,

Profit of consolidated and affiliated companies $ 2,299 $ 2,463

5 unchanged sentences

Total other comprehensive income (loss), net of tax ( 39 ) 513

Comprehensive income 2,260 2,976

comprehensive income (loss) attributable to the noncontrolling interests ( 1 ) ( 1 )

Comprehensive income attributable to shareholders $ 2,261 $ 2,977

3 unchanged sentences

(Dollars in millions except per share data)

Six Months Ended June 30,

Nine Months Ended September 30,

Sales and revenues:

30 unchanged sentences

(Dollars in millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Profit of consolidated and affiliated companies $ 6,481 $ 7,998

12 unchanged sentences

(Dollars in millions)

September 30,

2025 December 31,

58 unchanged sentences

interests Total

Three Months Ended June 30, 2024

Balance at March 31, 2024 $ 5,663 $ ( 40,039 ) $ 54,108 $ ( 2,093 ) $ 6 $ 17,645

Three Months Ended September 30, 2024

Balance at June 30, 2024 $ 5,517 $ ( 41,612 ) $ 55,455 $ ( 2,230 ) $ 6 $ 17,136

Profit (loss) of consolidated and affiliated companies — — 2,464 — ( 1 ) 2,463

4 unchanged sentences

Dividends declared — — 1 — — 1

— — ( 1,334 ) — — ( 1,334 )

Common shares issued from treasury stock for stock-based compensation:

3 unchanged sentences

— ( 782 ) — — — ( 782 )

Outstanding authorized accelerated share repurchase ( 250 ) — — — — ( 250 )

Other 19 ( 6 ) — — 1 14

Balance at September 30, 2024 $ 5,584 $ ( 42,390 ) $ 57,920 $ ( 1,717 ) $ 6 $ 19,403

Three Months Ended September 30, 2025

Balance at June 30, 2025 $ 6,143 $ ( 47,958 ) $ 62,160 $ ( 1,684 ) $ 2 $ 18,663

Three Months Ended June 30, 2025

Balance at March 31, 2025 $ 6,043 $ ( 47,127 ) $ 61,356 $ ( 2,205 ) $ 3 $ 18,070

Profit (loss) of consolidated and affiliated companies — — 2,300 — ( 1 ) 2,299

3 unchanged sentences

Available-for-sale securities, net of tax — — — 12 — 12

Dividends declared 1

— — ( 1,375 ) — — ( 1,375 )

Common shares issued from treasury stock for stock-based compensation:

— 19 — — — 19

Stock-based compensation expense 71 — — — — 71

2 unchanged sentences

Other 9 ( 1 ) — — — 8

Balance at June 30, 2025 $ 6,143 $ ( 47,958 ) $ 62,160 $ ( 1,684 ) $ 2 $ 18,663

1 Dividends per share of common stock of $ 2.92 and $ 2.71 were declared in the three months ended June 30, 2025 and 2024, respectively.

Balance at September 30, 2025 $ 6,223 $ ( 48,302 ) $ 64,460 $ ( 1,723 ) $ 1 $ 20,659

1 See Note 12 for additional information.

8 unchanged sentences

interests Total

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

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

13 unchanged sentences

Other 55 ( 53 ) — — — 2

Balance at June 30, 2024 $ 5,517 $ ( 41,612 ) $ 55,455 $ ( 2,230 ) $ 6 $ 17,136

Six Months Ended June 30, 2025

Balance at September 30, 2024 $ 5,584 $ ( 42,390 ) $ 57,920 $ ( 1,717 ) $ 6 $ 19,403

Nine Months Ended September 30, 2025

Balance at December 31, 2024 $ 6,941 $ ( 44,331 ) $ 59,352 $ ( 2,471 ) $ 3 $ 19,494

13 unchanged sentences

Other 33 ( 34 ) — — ( 1 ) ( 2 )

Balance at June 30, 2025 $ 6,143 $ ( 47,958 ) $ 62,160 $ ( 1,684 ) $ 2 $ 18,663

1 Dividends per share of common stock of $ 2.92 and $ 2.71 were declared in the six months ended June 30, 2025 and 2024, respectively.

Balance at September 30, 2025 $ 6,223 $ ( 48,302 ) $ 64,460 $ ( 1,723 ) $ 1 $ 20,659

1 Dividends per share of common stock of $ 2.92 and $ 2.71 were declared in the nine months ended September 30, 2025 and 2024, respectively.

2 See Note 12 for additional information.

3 unchanged sentences

(Dollars in Millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flow from operating activities:

30 unchanged sentences

Dividends paid ( 2,043 ) ( 1,966 )

Common stock issued, including treasury shares reissued ( 59 ) 8

Common stock issued, and other stock compensation transactions, net ( 39 ) 15

Payments to purchase common stock ( 4,850 ) ( 7,057 )

24 unchanged sentences

Basis of presentation

In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of (a) the consolidated results of operations for the three and six months ended June 30, 2025 and 2024, (b) the consolidated comprehensive income for the three and six months ended June 30, 2025 and 2024, (c) the consolidated financial position at June 30, 2025 and December 31, 2024, (d) the consolidated changes in shareholders’ equity for the three and six months ended June 30, 2025 and 2024 and (e) the consolidated cash flow for the six months ended June 30, 2025 and 2024.

In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of (a) the consolidated results of operations for the three and nine months ended September 30, 2025 and 2024, (b) the consolidated comprehensive income for the three and nine months ended September 30, 2025 and 2024, (c) the consolidated financial position at September 30, 2025 and December 31, 2024, (d) the consolidated changes in shareholders’ equity for the three and nine months ended September 30, 2025 and 2024 and (e) the consolidated cash flow for the nine months ended September 30, 2025 and 2024.

The financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (U.S.

3 unchanged sentences

The December 31, 2024 financial position data included herein is derived from the audited consolidated financial statements included in the 2024 Form 10-K but does not include all disclosures required by U.S.

Certain amounts for prior periods have been reclassified to conform to the current period financial statement presentation.

Cat Financial has end-user customers and dealers that are variable interest entities (VIEs) of which we are not the primary beneficiary.

14 unchanged sentences

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

Internal-use software costs (ASU 2025-06) — In September 2025, the FASB issued accounting guidance to modernize the accounting for internal-use software costs.

Under this guidance, capitalization for internal-use software costs begins when management has authorized and committed to funding the project and it is probable the project will be completed, and the software will be used to perform the intended function.

This guidance is effective January 1, 2028, with early adoption permitted, and can be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis.

We are in the process of evaluating the effect of this new guidance on our financial statements.

All other ASUs issued but not yet adopted were assessed and determined that they either were not applicable or were not expected to have a material impact on our financial statements.

2 unchanged sentences

We recognize trade receivables from dealers and end users in Receivables – trade and other and Long-term receivables – trade and other in the Consolidated Statement of Financial Position.

Trade receivables from dealers and end users were $ 8,354 million, $ 7,864 million and $ 7,923 million as of June 30, 2025, December 31, 2024 and December 31, 2023, respectively.

Long-term trade receivables from dealers and end users were $ 682 million, $ 640 million and $ 589 million as of June 30, 2025, December 31, 2024 and December 31, 2023, respectively.

Trade receivables from dealers and end users were $ 8,710 million, $ 7,864 million and $ 7,923 million as of September 30, 2025, December 31, 2024 and December 31, 2023, respectively.

Long-term trade receivables from dealers and end users were $ 741 million, $ 640 million and $ 589 million as of September 30, 2025, December 31, 2024 and December 31, 2023, respectively.

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

2 unchanged sentences

Contract assets are included in Prepaid expenses and other current assets in the Consolidated Statement of Financial Position.

Contract assets were $ 227 million, $ 238 million and $ 246 million as of June 30, 2025, December 31, 2024 and December 31, 2023, respectively.

Contract assets were $ 217 million, $ 238 million and $ 246 million as of September 30, 2025, December 31, 2024 and December 31, 2023, respectively.

We invoice in advance of recognizing the sale of certain products.

We recognize advanced customer payments as a contract liability in Customer advances and Other liabilities in the Consolidated Statement of Financial Position.

Contract liabilities were $ 4,043 million, $ 2,745 million and $ 2,389 million as of June 30, 2025, December 31, 2024 and December 31, 2023, respectively.

Contract liabilities were $ 4,423 million, $ 2,745 million and $ 2,389 million as of September 30, 2025, December 31, 2024 and December 31, 2023, respectively.

We reduce the contract liability when revenue is recognized.

During the three and six months ended June 30, 2025, we recognized $ 462 million and $ 1,145 million, respectively, of revenue that was recorded as a contract liability at the beginning of 2025.

During the three and six months ended June 30, 2024, we recognized $ 360 million and $ 1,173 million, respectively, of revenue that was recorded as a contract liability at the beginning of 2024.

During the three and nine months ended September 30, 2025, we recognized $ 351 million and $ 1,496 million, respectively, of revenue that was recorded as a contract liability at the beginning of 2025.

During the three and nine months ended September 30, 2024, we recognized $ 222 million and $ 1,395 million, respectively, of revenue that was recorded as a contract liability at the beginning of 2024.

We provide discounts to dealers through merchandising programs.

4 unchanged sentences

If discounts paid differ from those estimated, we report the difference as a change in the transaction price in the subsequent period when the final discount is paid.

As a result of differences between actual and estimated payments and changes in estimates, we recognized a decrease in revenue of $ 201 million and $ 454 million during the three and six months ended June 30, 2025, respectively, related to prior period sales.

The change in revenue during the three and six months ended June 30, 2024 related to prior periods sales was inconsequential.

As a result of differences between actual and estimated payments and changes in estimates, we recognized a decrease in revenue of $ 61 million and $ 515 million during the three and nine months ended September 30, 2025, respectively, related to prior period sales.

The change in revenue during the three and nine months ended September 30, 2024 related to prior periods sales was inconsequential.

Generally, we estimate the cost of these discounts for each product by model by geographic region based on historical experience and changes in merchandising programs known as of the period end financial reporting date.

Products sold to dealers in a prior period that remained in dealer inventory during 2025 were subject to merchandising program actions taken in 2025 which resulted in higher discounts paid in the current year.

As of June 30, 2025, we have entered into contracts with dealers and end users for which sales have not been recognized as we have not satisfied our performance obligations and transferred control of the products.

The dollar amount of unsatisfied performance obligations for contracts with an original duration greater than one year is $ 19.7 billion, with about one-half of the amount expected to be completed and revenue recognized in the twelve months following June 30, 2025.

Products sold to dealers in a prior period

that remained in dealer inventory during 2025 were subject to merchandising program actions taken in 2025 which resulted in higher discounts paid in the current year.

As of September 30, 2025, we have entered into contracts with dealers and end users for which sales have not been recognized as we have not satisfied our performance obligations and transferred control of the products.

The dollar amount of unsatisfied performance obligations for contracts with an original duration greater than one year is $ 22.5 billion, with about one-half of the amount expected to be completed and revenue recognized in the twelve months following September 30, 2025.

We have elected the practical expedient not to disclose unsatisfied performance obligations with an original contract duration of one year or less.

4 unchanged sentences

Our stock-based compensation consists of stock options, restricted stock units (RSUs) and performance-based restricted stock units (PRSUs).

We recognized pretax stock-based compensation expense of $ 86 million and $ 131 million for the three and six months ended June 30, 2025, respectively, and $ 75 million and $ 119 million for the three and six months ended June 30, 2024, respectively.

The following table illustrates the type and fair value of the stock-based compensation awards granted during the six months ended June 30, 2025 and 2024, respectively:

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

We recognized pretax stock-based compensation expense of $ 71 million and $ 202 million for the three and nine months ended September 30, 2025, respectively, and $ 52 million and $ 171 million for the three and nine months ended September 30, 2024, respectively.

The following table illustrates the type and fair value of the stock-based compensation awards granted during the nine months ended September 30, 2025 and 2024, respectively:

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Shares Granted Weighted-Average Fair Value Per Share Shares Granted Weighted-Average Fair Value Per Share

3 unchanged sentences

The fair value of our stock options was estimated using the Black-Scholes option-pricing model.

The following table provides the assumptions used in determining the fair value of the stock-options granted in the six months ended June 30, 2025 and 2024, respectively:

The following table provides the assumptions used in determining the fair value of the stock-options granted in the nine months ended September 30, 2025 and 2024, respectively:

Weighted-average dividend yield 2.13 % 2.40 %

6 unchanged sentences

The PRSUs granted in 2025 and 2024 contain a market condition and a Monte Carlo simulation was utilized to estimate the fair value of the awards.

The following table provides the assumptions used in determining the fair value of the PRSUs granted in the six months ended June 30, 2025 and 2024, respectively:

The following table provides the assumptions used in determining the fair value of the PRSUs granted in the nine months ended September 30, 2025 and 2024, respectively:

Expected volatility of the Company's stock 29.5 % 29.8 %

Risk-free interest rate 3.90 % 4.38 %

As of June 30, 2025, the total remaining unrecognized compensation expense related to nonvested stock-based compensation awards was $ 292 million, which will be amortized over the weighted-average remaining requisite service periods of approximately 1.9 years.

As of September 30, 2025, the total remaining unrecognized compensation expense related to nonvested stock-based compensation awards was $ 229 million, which will be amortized over the weighted-average remaining requisite service periods of approximately 2.0 years.

Derivative financial instruments and risk management

28 unchanged sentences

Our policy allows for managing anticipated foreign currency cash flow for up to approximately five years .

As of June 30, 2025, the maximum term of these outstanding contracts at inception was approximately 60 months.

As of September 30, 2025, the maximum term of these outstanding contracts at inception was approximately 60 months.

We generally designate as cash flow hedges at inception of the contract any foreign currency forward or option contracts that meet the requirements for hedge accounting and the maturity extends beyond the current quarter-end.

36 unchanged sentences

(Millions of dollars) Fair Value

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Liabilities 2

11 unchanged sentences

2 Liabilities are classified as Accrued expenses or Other liabilities.

The total notional amounts of the derivative instruments as of June 30, 2025 and December 31, 2024 were $ 28.0 billion and $ 27.0 billion, respectively.

The total notional amounts of the derivative instruments as of September 30, 2025 and December 31, 2024 were $ 28.8 billion and $ 27.0 billion, respectively.

The notional amounts of the derivative financial instruments do not represent amounts exchanged by the parties.

1 unchanged sentence

Gains (Losses) on derivative instruments are categorized as follows:

(Millions of dollars) Three Months Ended June 30,

(Millions of dollars) Three Months Ended September 30,

Gains (Losses) Recognized on the Consolidated Statement of Results of Operations 1

16 unchanged sentences

Interest rate contract gains (losses) are primarily included in Interest expense of Financial Products.

(Millions of dollars) Six Months Ended June 30,

(Millions of dollars) Nine Months Ended September 30,

Gains (Losses) Recognized on the Consolidated Statement of Results of Operations 1

18 unchanged sentences

(Millions of dollars) Carrying Value of the Hedged Liabilities Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Value of the Hedged Liabilities

June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024

Long-term debt due within one year $ 1,101 $ 483 $ 3 $ ( 16 )

6 unchanged sentences

Collateral is typically not required of the counterparties or of our company under the master netting agreements.

As of June 30, 2025 and December 31, 2024, no cash collateral was received or pledged under the master netting agreements.

As of September 30, 2025 and December 31, 2024, no cash collateral was received or pledged under the master netting agreements.

The effect of the net settlement provisions of the master netting agreements on our derivative balances upon an event of default or termination event was as follows:

(Millions of dollars) June 30, 2025 December 31, 2024

(Millions of dollars) September 30, 2025 December 31, 2024

Assets Liabilities Assets Liabilities

3 unchanged sentences

Inventories (principally using the last-in, first-out (LIFO) method) were comprised of the following:

(Millions of dollars) June 30,

(Millions of dollars) September 30,

2025 December 31,

7 unchanged sentences

Intangible assets were comprised of the following:

June 30, 2025

September 30, 2025

(Millions of dollars) Gross

Amount Accumulated

Amortization Net

Amortization 1

Customer relationships $ 2,022 $ ( 1,854 ) $ 168

9 unchanged sentences

Total finite-lived intangible assets $ 2,833 $ ( 2,434 ) $ 399

Amortization expense was $ 43 million for both the three months ended June 30, 2025 and 2024.

Amortization expense was $ 87 million for both the six months ended June 30, 2025 and 2024.

1 For the nine months ended September 30, 2025, $ 235 million of intangible assets were fully amortized and have been removed.

Amortization expense for the three and nine months ended September 30, 2025 was $ 41 million and $ 128 million, respectively.

Amortization expense for the three and nine months ended September 30, 2024 was $ 44 million and $ 131 million, respectively.

Amortization expense related to intangible assets is expected to be:

(Millions of dollars)

Remaining Six Months of 2025 2026 2027 2028 2029 Thereafter

Remaining Three Months of 2025 2026 2027 2028 2029 Thereafter

$ 40 $ 98 $ 35 $ 27 $ 24 $ 57

No goodwill was impaired during the six months ended June 30, 2025 or 2024.

The changes in carrying amount of goodwill by reportable segment for the six months ended June 30, 2025 were as follows:

No goodwill was impaired during the nine months ended September 30, 2025 or 2024.

The changes in carrying amount of goodwill by reportable segment for the nine months ended September 30, 2025 were as follows:

(Millions of dollars) December 31,

2024 Other Adjustments 1

September 30,

Construction Industries

26 unchanged sentences

Available-for-sale debt securities

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Millions of dollars) Cost

13 unchanged sentences

Available-for-sale debt securities in an unrealized loss position:

June 30, 2025

September 30, 2025

Less than 12 months 1

26 unchanged sentences

We do not intend to sell the investments, and it is not likely that we will be required to sell the investments before recovery of their respective amortized cost basis.

In addition, we did not expect credit-related losses on these investments as of June 30, 2025.

The cost basis and fair value of available-for-sale debt securities at June 30, 2025, by contractual maturity, are shown below.

In addition, we did not expect credit-related losses on these investments as of September 30, 2025.

The cost basis and fair value of available-for-sale debt securities at September 30, 2025, by contractual maturity, are shown below.

Expected maturities will differ from contractual maturities because borrowers may have the right to prepay and creditors may have the right to call obligations.

June 30, 2025

September 30, 2025

(Millions of dollars) Cost Basis Fair Value

7 unchanged sentences

Total debt securities – available-for-sale $ 3,469 $ 3,470

For the three months ended June 30, 2025 and 2024, proceeds from available-for-sale debt securities were $ 402 million and $ 300 million, respectively.

For the six months ended June 30, 2025 and 2024, proceeds from available-for-sale debt securities were $ 1,313 million and $ 660 million, respectively.

For the three months ended June 30, 2025 and 2024, the net unrealized gains (losses) for equity securities held at June 30, 2025 and 2024 were $ 24 million and $( 3 ) million, respectively.

For the six months ended June 30, 2025 and 2024, the net unrealized gains (losses) for equity securities held at June 30, 2025 and 2024 were $ 27 million and $ 14 million, respectively.

For the three months ended September 30, 2025 and 2024, proceeds from available-for-sale debt securities were $ 323 million and $ 257 million, respectively.

For the nine months ended September 30, 2025 and 2024, proceeds from available-for-sale debt securities were $ 1,636 million and $ 917 million, respectively.

For the three months ended September 30, 2025 and 2024, the net unrealized gains (losses) for equity securities held at September 30, 2025 and 2024 were $ 9 million and $ 18 million, respectively.

For the nine months ended September 30, 2025 and 2024, the net unrealized gains (losses) for equity securities held at September 30, 2025 and 2024 were $ 36 million and $ 32 million, respectively.

Postretirement benefits

1 unchanged sentence

Postretirement

June 30, June 30, June 30,

September 30, September 30, September 30,

(Millions of dollars) 2025 2024 2025 2024 2025 2024

7 unchanged sentences

$ ( 27 ) $ ( 18 ) $ ( 2 ) $ ( 1 ) $ 43 $ 44

For the six months ended:

For the nine months ended:

Components of net periodic benefit cost:

7 unchanged sentences

All other components are included in Other income (expense).

We made $ 65 million and $ 276 million of contributions to our pension and other postretirement plans during the three and six months ended June 30, 2025, respectively.

We made $ 47 million and $ 323 million of contributions to our pension and other postretirement plans during the three and nine months ended September 30, 2025, respectively.

We currently anticipate full-year 2025 contributions of approximately $ 354 million.

1 unchanged sentence

Total company costs related to our defined contribution plans, which are included in Operating costs in the Consolidated Statement of Results of Operations, were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(Millions of dollars) 2025 2024 2025 2024

6 unchanged sentences

Revenues from finance and operating leases, primarily included in Revenues of Financial Products on the Consolidated Statement of Results of Operations, were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(Millions of dollars) 2025 2024 2025 2024

6 unchanged sentences

Under the guarantees, non-performance by the third-parties could require Caterpillar to satisfy the contractual obligation by providing goods, services or financial compensation.

The maximum potential amount of future payments (undiscounted and without reduction for any amounts possibly recoverable) that we could be required to make under the guarantees was $ 421 million and $ 368 million at June 30, 2025 and December 31, 2024, respectively.

The maximum potential amount of future payments (undiscounted and without reduction for any amounts possibly recoverable) that we could be required to make under the guarantees was $ 491 million and $ 368 million at September 30, 2025 and December 31, 2024, respectively.

We have dealer performance guarantees and third-party performance guarantees that do not limit potential payment to end users related to indemnities and other commercial contractual obligations.

7 unchanged sentences

Cat Financial is the primary beneficiary of the SPC as its guarantees result in Cat Financial having both the power to direct the activities that most significantly impact the SPC’s economic performance and the obligation to absorb losses, and therefore Cat Financial has consolidated the financial statements of the SPC.

As of June 30, 2025 and December 31, 2024, the SPC’s assets of $ 1.06 billion and $ 1.14 billion, respectively, were primarily comprised of loans to dealers, and the SPC’s liabilities of $ 1.06 billion and $ 1.14 billion, respectively, were primarily comprised of commercial paper.

As of September 30, 2025 and December 31, 2024, the SPC’s assets of $ 1.1 billion and $ 1.14 billion, respectively, were primarily comprised of loans to dealers, and the SPC’s liabilities of $ 1.1 billion and $ 1.14 billion, respectively, were primarily comprised of commercial paper.

The assets of the SPC are not available to pay Cat Financial’s creditors.

4 unchanged sentences

We develop specific rates for each product shipment month and update them monthly based on actual warranty claim experience.

The reconciliation of the change in our product warranty liability balances for the six months ended June 30 was as follows:

Six Months Ended June 30,

The reconciliation of the change in our product warranty liability balances for the nine months ended September 30 was as follows:

Nine Months Ended September 30,

(Millions of dollars) 2025 2024

5 unchanged sentences

Computations of profit per share:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(Dollars in millions except per share data) 2025 2024 2025 2024

10 unchanged sentences

$ 4.88 $ 5.06 $ 13.69 $ 16.27

Shares outstanding as of June 30, (in millions) 468.5 484.9

Shares outstanding as of September 30, (in millions) 468.0 482.8

1 Profit attributable to common shareholders.

2 Diluted by assumed exercise of stock-based compensation awards using the treasury stock method.

For the three and six months ended June 30, 2025, we excluded 0.6 million and 0.4 million of outstanding stock options, respectively, from the computation of diluted earnings per share because the effect would have been antidilutive.

For both the three and six months ended June 30, 2024, we excluded 0.3 million of outstanding stock options, respectively, from the computation of diluted earnings per share because the effect would have been antidilutive.

For the three and six months ended June 30, 2025, we repurchased 2.7 million and 10.2 million shares of Caterpillar common stock, respectively, at an aggregate cost of $ 0.8 billion and $ 3.6 billion, respectively.

For the three and six months ended June 30, 2024, we repurchased 4.6 million and 15.9 million shares of Caterpillar common stock, respectively, at an aggregate cost of $ 1.6 billion and $ 5.3 billion, respectively.

For the three months ended September 30, 2025, there were no antidilutive stock options outstanding.

For the nine months ended September 30, 2025, we excluded 0.4 million of outstanding stock options from the computation of diluted earnings per share because the effect would have been antidilutive.

For both the three and nine months ended September 30, 2024, we excluded 0.3 million and 0.2 million of outstanding stock options, respectively, from the computation of diluted earnings per share because the effect would have been antidilutive.

For the three and nine months ended September 30, 2025, we repurchased 0.8 million and 11.0 million shares of Caterpillar common stock, respectively, at an aggregate cost of $ 0.4 billion and $ 4.0 billion, respectively.

For the three and nine months ended September 30, 2024, we repurchased 2.3 million and 18.2 million shares of Caterpillar common stock, respectively, at an aggregate cost of $ 0.8 billion and $ 6.1 billion, respectively.

We made these purchases through the combination of accelerated share repurchase (ASR) agreements with third-party financial institutions and open market transactions in 2025 and 2024.

7 unchanged sentences

Changes in the balances for each component of AOCI were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(Millions of dollars) 2025 2024 2025 2024

39 unchanged sentences

Ending balance $ 4 $ ( 9 ) $ 4 $ ( 9 )

Total AOCI ending balance at June 30,

Total AOCI ending balance at September 30,

$ ( 1,723 ) $ ( 1,717 ) $ ( 1,723 ) $ ( 1,717 )

22 unchanged sentences

however, we currently believe that any matters raised will not have a material adverse effect on the Company’s consolidated results of operations, financial position or liquidity.

The effective tax rate for the three months ended June 30, 2025 was 23.0 percent compared to 23.9 percent for the three months ended June 30, 2024 which was negatively impacted by losses for the divestiture of two non-U.S.

entities with no related tax benefit.

The effective tax rate for the six months ended June 30, 2025 was 22.6 percent compared to 21.7 percent for the six months ended June 30, 2024.

On July 4, 2025, U.S.

tax legislation was enacted containing a number of corporate tax provisions including reinstatement of 100 percent bonus depreciation and full expensing of U.S.

The effective tax rate for the three months ended September 30, 2025 was 26.7 percent compared to 20.7 percent for the three months ended September 30, 2024.

The effective tax rate for the nine months ended September 30, 2025 was 24.1 percent compared to 21.4 percent for the nine months ended September 30, 2024.

The effective tax rate for the three and nine months ended September 30, 2025 was negatively impacted by a change in tax incentives resulting from U.S.

tax legislation enacted on July 4, 2025, which reinstated 100 percent bonus depreciation and full expensing of U.S.

research and development expenditures.

This change in tax law will be accounted for in the period of enactment.

We are evaluating the impact of this legislation and do not currently expect this change to have a material impact on our 2025 effective tax rate.

The provision for income taxes for the three and nine months ended September 30, 2025 included a tax charge of $ 41 million, compared to tax benefits of $ 47 million in the three and nine months ended September 30, 2024, to reflect changes in estimates related to prior years.

Segment information

12 unchanged sentences

The Law, Security and Public Policy Division and the Human Resources Organization are cost centers and do not meet the definition of an operating segment.

Effective July 1, 2025, we made the following changes to segment reporting.

These changes were made to reflect changes in organizational accountabilities and refinements to our internal reporting.

• Responsibility for business strategy, product design, product management and development, manufacturing, marketing and sales and product support for and sourcing of wear and maintenance components and related parts moved from All Other Segment to Resource Industries.

• Responsibility for business strategy, product design, product management and development, manufacturing and product support for electronics and control systems moved from Resource Industries to All Other Segment.

• Responsibility for research and development for automation, electronics and software for machines and engines moved from Resource Industries to the All Other Segment.

Segment information for 2024 has been retrospectively adjusted to conform to the 2025 presentation.

Description of segments

40 unchanged sentences

machinery components;

electronics and control systems and related parts.

In addition to equipment, Resource Industries also develops and sells technology products and services to provide customers fleet management, equipment management analytics, autonomous machine capabilities, safety services and mining performance solutions.

Resource Industries also manages areas that provide services to other parts of the company, including strategic procurement, lean center of excellence, integrated manufacturing, research and development for hydraulic systems, automation, electronics and software for Caterpillar machines and engines.

wear and maintenance components and related parts.

In addition to equipment, Resource Industries also sells technology products and services to provide customers fleet management, equipment management analytics, autonomous machine capabilities, safety services and mining performance solutions.

Resource Industries also manages areas that provide services to other parts of the company, including strategic procurement, lean center of excellence, integrated component design and manufacturing and research and development for hydraulic systems and cabs.

Inter-segment sales are a source of revenue for this segment.

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product management and development;

manufacturing and sourcing of wear and maintenance components primarily for Cat® products;

parts distribution;

integrated logistics solutions;

electronics and control systems;

distribution services responsible for dealer development and administration, including a wholly owned dealer in Japan;

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brand management and marketing strategy;

and digital investments for new customer and dealer solutions that integrate data analytics with state-of-the-art digital technologies while transforming the buying experience.

research and development for automation, electronics and software for machines and engines and digital investments for new customer and dealer solutions that integrate data analytics with state-of-the-art digital technologies while transforming the buying experience.

Results for the All Other Segment are included as a reconciling item between reportable segments and consolidated external reporting.

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The CODM uses segment profit to support the allocation of resources predominantly in the annual budget and forecasting process.

Additionally, the CODM monitors forecast-to-actual variances, focusing on areas where performance deviates from expectations, when evaluating the performance of each segment and making decisions about allocating capital and other resources to each segment.

Additionally, the CODM monitors forecast-to-actual variances, focusing on areas where performance deviates from

expectations, when evaluating the performance of each segment and making decisions about allocating capital and other resources to each segment.

There are several methodology differences between our segment reporting and our external reporting.

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For example, we report certain costs on the cash basis for segment reporting and the accrual basis for consolidated external reporting.

The three and six months ended June 30, 2025 and 2024, sales and revenues by geographic region reconciled to consolidated sales and revenues were as follows:

The three and nine months ended September 30, 2025 and 2024, sales and revenues by geographic region reconciled to consolidated sales and revenues were as follows:

Sales and Revenues by Geographic Region

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External Sales and Revenues Intersegment Sales and Revenues Total Sales and Revenues

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Construction Industries $ 3,912 $ 654 $ 1,217 $ 904 $ 6,687 $ 73 $ 6,760

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Total Sales and Revenues $ 9,681 $ 1,850 $ 3,231 $ 2,876 $ 17,638 $ — $ 17,638

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Construction Industries $ 3,629 $ 658 $ 1,150 $ 875 $ 6,312 $ 33 $ 6,345

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Total Sales and Revenues $ 8,545 $ 1,678 $ 3,199 $ 2,684 $ 16,106 $ — $ 16,106

1 Includes revenues from Construction Industries, Resource Industries, Energy & Transportation and All Other Segment of $ 172 million and $ 180 million in the three months ended June 30, 2025 and 2024, respectively.

1 Includes revenues from Construction Industries, Resource Industries, Energy & Transportation and All Other Segment of $ 187 million and $ 190 million in the three months ended September 30, 2025 and 2024, respectively.

Sales and Revenues by Geographic Region

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External Sales and Revenues Intersegment Sales and Revenues Total Sales and Revenues

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Construction Industries $ 10,185 $ 1,698 $ 3,269 $ 2,802 $ 17,954 $ 180 $ 18,134

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Total Sales and Revenues $ 26,270 $ 5,021 $ 8,917 $ 8,248 $ 48,456 $ — $ 48,456

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Construction Industries $ 11,419 $ 1,930 $ 3,193 $ 2,843 $ 19,385 $ 67 $ 19,452

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Total Sales and Revenues $ 26,161 $ 4,956 $ 9,048 $ 8,429 $ 48,594 $ — $ 48,594

1 Includes revenues from Construction Industries, Resource Industries, Energy & Transportation and All Other Segment of $ 335 million and $ 357 million in the six months ended June 30, 2025 and 2024, respectively.

For the three and six months ended June 30, 2025 and 2024, Energy & Transportation external sales by end user application were as follows:

1 Includes revenues from Construction Industries, Resource Industries, Energy & Transportation and All Other Segment of $ 522 million and $ 547 million in the nine months ended September 30, 2025 and 2024, respectively.

For the three and nine months ended September 30, 2025 and 2024, Energy & Transportation external sales by end user application were as follows:

Energy & Transportation External Sales

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(Millions of dollars) 2025 2024 2025 2024

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(Millions of dollars) Construction Industries Resource Industries Energy & Transportation Financial Products Segment Total from Reportable Segments

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Sales and revenues $ 6,760 $ 3,110 $ 8,397 $ 1,076 $ 19,343

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Segment Profit $ 1,377 $ 499 $ 1,678 $ 241 $ 3,795

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Sales and revenues $ 6,345 $ 3,048 $ 7,187 $ 1,034 $ 17,614

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(Millions of dollars) Construction Industries Resource Industries Energy & Transportation Financial Products Segment Total from Reportable Segments

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Sales and revenues $ 18,134 $ 9,121 $ 22,801 $ 3,125 $ 53,181

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Segment Profit $ 3,645 $ 1,628 $ 4,577 $ 704 $ 10,554

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Sales and revenues $ 19,452 $ 9,491 $ 21,205 $ 3,029 $ 53,177

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Reconciliation of Consolidated profit before taxes:

(Millions of dollars) Three Months Ended June 30, Six Months Ended June 30,

(Millions of dollars) Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Reconciliation of Assets:

(Millions of dollars) June 30, 2025 December 31, 2024

(Millions of dollars) September 30, 2025 December 31, 2024

Assets from reportable segments:

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(Millions of dollars)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

12 unchanged sentences

(Millions of dollars)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Cat Financial also provides financing for power generation facilities that, in most cases, incorporate Caterpillar products.

The average original term of Cat Financial's customer finance receivable portfolio was approximately 51 months with an average remaining term of approximately 27 months as of June 30, 2025.

The average original term of Cat Financial's customer finance receivables portfolio was approximately 51 months with an average remaining term of approximately 27 months as of September 30, 2025.

Cat Financial typically maintains a security interest in financed equipment and generally requires physical damage insurance coverage on the financed equipment, both of which provide Cat Financial with certain rights and protections.

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Cat Financial estimates the allowance for credit losses related to its customer finance receivables based on loss forecast models utilizing probabilities of default and the estimated loss given default based on past loss experience adjusted for current conditions and reasonable and supportable forecasts capturing country and industry-specific economic factors.

During the three and six months ended June 30, 2025, Cat Financial's forecasts reflected a continuation of the trend of historically low unemployment rates as well as global market uncertainty and continued actions by global central banks aimed at reducing inflation.

During the three and nine months ended September 30, 2025, Cat Financial's forecasts reflect a continuation of global market uncertainty and actions by global central banks aimed at balancing economic growth and managing inflation.

Cat Financial believes the economic forecasts employed represent reasonable and supportable forecasts, followed by a reversion to long-term trends.

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In general, Cat Financial's Dealer portfolio segment has not historically experienced large increases or decreases in credit losses based on changes in economic conditions due to its close working relationships with the dealers and their financial strength.

Therefore, Cat Financial made no adjustments to historical loss rates during the three and six months ended June 30, 2025.

Therefore, Cat Financial made no adjustments to historical loss rates during the three and nine months ended September 30, 2025.

Classes of finance receivables

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An analysis of the allowance for credit losses was as follows:

(Millions of dollars) Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

(Millions of dollars) Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Customer Dealer Total Customer Dealer Total

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Ending balance $ 274 $ 4 $ 278 $ 246 $ 4 $ 250

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Customer Dealer Total Customer Dealer Total

9 unchanged sentences

Gross write-offs by origination year for the Customer portfolio segment were as follows:

(Millions of dollars) Three Months Ended June 30, 2025

(Millions of dollars) Three Months Ended September 30, 2025

2025 2024 2023 2022 2021 Prior Revolving

4 unchanged sentences

Latin America — 2 — 1 1 — — 4

Mining — 5 5 5 — 1 — 16

Total $ 2 $ 15 $ 16 $ 10 $ 3 $ 3 $ 3 $ 52

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

2024 2023 2022 2021 2020 Prior Revolving

4 unchanged sentences

Latin America — 2 2 1 2 — — 7

Mining 8 3 3 — — — — 14

Total $ 8 $ 12 $ 11 $ 4 $ 4 $ 1 $ 2 $ 42

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

2025 2024 2023 2022 2021 Prior Revolving

7 unchanged sentences

Total $ 2 $ 26 $ 35 $ 22 $ 9 $ 8 $ 7 $ 109

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

2024 2023 2022 2021 2020 Prior Revolving

4 unchanged sentences

Latin America — 2 5 4 3 8 — 22

Mining 8 3 3 — — — — 14

Total $ 8 $ 24 $ 25 $ 15 $ 8 $ 10 $ 8 $ 98

For the three months ended June 30, 2025 and 2024, there were no gross write-offs in Cat Financial's Dealer portfolio segment.

For the six months ended June 30, 2025, there were no gross write-offs in Cat Financial's Dealer portfolio segment.

For the six months ended June 30, 2024, there were $ 47 million of gross write-offs in Cat Financial's Dealer portfolio segment, all of which were in Latin America and originated prior to 2020.

For the three months ended September 30, 2025 and 2024, there were no gross write-offs in Cat Financial's Dealer portfolio segment.

For the nine months ended September 30, 2025, there were no gross write-offs in Cat Financial's Dealer portfolio segment.

For the nine months ended September 30, 2024, there were $ 47 million of gross write-offs in Cat Financial's Dealer portfolio segment, all of which were in Latin America and originated prior to 2020.

Credit quality of finance receivables

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The aging category of Cat Financial's amortized cost of finance receivables in the Customer portfolio segment by origination year were as follows:

(Millions of dollars) June 30, 2025

(Millions of dollars) September 30, 2025

2025 2024 2023 2022 2021 Prior Revolving

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Total Customer $ 9,451 $ 5,892 $ 3,164 $ 1,721 $ 510 $ 202 $ 577 $ 21,517

As of June 30, 2025 and December 31, 2024, Cat Financial's total amortized cost of finance receivables within the Dealer portfolio segment was current.

As of September 30, 2025 and December 31, 2024, Cat Financial's total amortized cost of finance receivables within the Dealer portfolio segment was current.

Non-accrual finance receivables

5 unchanged sentences

In Cat Financial's Customer portfolio segment, finance receivables which were on non-accrual status and finance receivables over 90 days past due and still accruing income were as follows:

(Millions of dollars) June 30, 2025 December 31, 2024

(Millions of dollars) September 30, 2025 December 31, 2024

Amortized Cost Amortized Cost

9 unchanged sentences

Total $ 158 $ 22 $ 176 $ 30

There were no finance receivables in Cat Financial's Dealer portfolio segment on non-accrual status as of June 30, 2025 and December 31, 2024.

There were no finance receivables in Cat Financial's Dealer portfolio segment on non-accrual status as of September 30, 2025 and December 31, 2024.

Modifications

4 unchanged sentences

Modifications for borrowers Cat Financial does consider to be experiencing financial difficulty typically result in payment deferrals and/or reduced payments for a period of four months or longer, term extension of six months or longer or a combination of both.

During the three and six months ended June 30, 2025 and 2024, there were no finance receivable modifications granted to borrowers experiencing financial difficulty in Cat Financial's Dealer portfolio segment.

During the three and nine months ended September 30, 2025 and 2024, there were no finance receivable modifications granted to borrowers experiencing financial difficulty in Cat Financial's Dealer portfolio segment.

The ending amortized cost of finance receivables modified with borrowers experiencing financial difficulty in Cat Financial's Customer portfolio segment was as follows:

(Millions of dollars) Three Months Ended June 30, Six Months Ended June 30,

(Millions of dollars) Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

The financial effects of term extensions and payment delays for borrowers experiencing financial difficulty were as follows:

(In months) Three Months Ended June 30, Six Months Ended June 30,

(In months) Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

After Cat Financial modifies a finance receivable, they continue to track its performance under its most recent modified terms.

Defaults of loans modified in the prior twelve months were not significant during the three and six months ended June 30, 2025 and 2024.

Defaults of loans modified in the prior twelve months were not significant during the three and nine months ended September 30, 2025 and 2024.

The effect of most modifications made to finance receivables for borrowers experiencing financial difficulty is already included in the allowance for credit losses based on the methodologies used to estimate the allowance;

34 unchanged sentences

See Note 5 for additional information.

Assets and liabilities measured on a recurring basis at fair value included in our Consolidated Statement of Financial Position as of June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025

Assets and liabilities measured on a recurring basis at fair value included in our Consolidated Statement of Financial Position as of September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025

(Millions of dollars)

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Generally, the fair value of these receivables is measured using the fair value of collateral less estimated costs to sell.

Cat Financial had loans carried at fair value of $ 61 million and $ 59 million as of June 30, 2025 and December 31, 2024, respectively.

Cat Financial had loans carried at fair value of $ 59 million as of September 30, 2025 and December 31, 2024.

Fair values of financial instruments

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Our financial instruments not carried at fair value were as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Millions of dollars) Carrying

7 unchanged sentences

Financial Products 26,324 26,401 25,406 25,304 2

1 Represents finance leases and failed sale leasebacks of $ 7,195 million and $ 6,769 million at June 30, 2025 and December 31, 2024, respectively.

1 Represents finance leases and failed sale leasebacks of $ 7,158 million and $ 6,769 million at September 30, 2025 and December 31, 2024, respectively.

Other income (expense)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(Millions of dollars) 2025 2024 2025 2024

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For involuntary programs, we recognize eligible costs when management has approved the program, the affected employees have been properly notified and the costs are estimable.

Restructuring costs for the three and six months ended June 30, 2025 and 2024 were as follows:

(Millions of dollars) Three Months Ended June 30, Six Months Ended June 30,

Restructuring costs for the three and nine months ended September 30, 2025 and 2024 were as follows:

(Millions of dollars) Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

2 Represents costs related to our restructuring programs, primarily for inventory write-downs, project management, equipment relocation and accelerated depreciation, all of which are primarily included in Cost of goods sold.

The restructuring costs for the six months ended June 30, 2025 were related to restructuring actions across the company.

The restructuring costs for the six months ended June 30, 2024 were primarily related to the divestitures of certain non-US entities.

The restructuring costs for the nine months ended September 30, 2025 were related to restructuring actions across the company.

The restructuring costs for the nine months ended September 30, 2024 were primarily related to the divestitures of certain non-US entities.

In 2025 and 2024, all restructuring costs are excluded from segment profit.

4 unchanged sentences

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 the Consolidated Statement of Financial Position, were $ 949 million and $ 830 million at June 30, 2025 and December 31, 2024, respectively.

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 the Consolidated Statement of Financial Position, were $ 950 million and $ 830 million at September 30, 2025 and December 31, 2024, respectively.

Long-term debt

1 unchanged sentence

Interest on each series of notes will be paid semi-annually on May 15 and November 15 of each year, commencing on November 15, 2025.

Subsequent event

On October 12, 2025, the Company entered into a definitive agreement to acquire RPMGlobal Holdings Limited, an Australian-based software company.

This agreement requires approval by RPMGlobal shareholders and various regulatory authorities and is subject to other customary closing conditions.

The transaction is expected to close in the first quarter of 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements