What changed in this filing

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Item 1. Business

2026-02-13 compared with 2025-02-14 · 67 added, 76 removed, 229 unchanged (38% of the section changed)

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and its subsidiaries unless designated or identified otherwise.

With 2024 sales and revenues of $64.809 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.

The company principally operates through its three primary segments - Construction Industries, Resource Industries and Energy & Transportation - and also provides financing and related services through its Financial Products segment.

Caterpillar is also a leading U.S.

Through a global network of independent dealers and direct sales of certain products, Caterpillar builds long-term relationships with customers around the world.

With 2025 sales and revenues of $67.589 billion, Caterpillar Inc.

is shaping the future as the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives.

Backed by one of the largest independent global dealer networks and financing services through Cat Financial, the company’s primary business segments:

Power & Energy, Construction Industries and Resource Industries are solving customers’ toughest challenges through commercial excellence and advanced technology, driven by a highly skilled, dedicated global team.

Enterprise Strategy

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

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

Since 2017, we focused on three strategic areas:

Expanded Offerings, Operational Excellence and Services.

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

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

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

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

Currently, we have five operating segments, of which four are reportable segments and are described below.

In 2025, our company introduced a revised strategy anchored by a new mission statement:

Solving our customers' toughest challenges.

Coupled with our purpose, we build a better, more sustainable world, this strategy guides how we operate with our global team and engage with customers, dealers and suppliers.

The refreshed strategy establishes three profitable growth pillars focused on addressing customers' needs;

Commercial Excellence, Advanced Technology Leader, and Transform How We Work.

These pillars are built upon our longstanding foundation of Operational Excellence and guided by the Operating & Execution model.

We also re-enforced our commitment to our Values in Action - Safety, Integrity, Teamwork, Excellence and Commitment.

Caterpillar continues to operate through five operating segments, four of which are reportable segments and are described below.

Categories of Business Organization

Machinery, Energy & Transportation — Caterpillar Inc.

Machinery, Power & Energy — Caterpillar Inc.

and its subsidiaries, excluding Financial Products.

Machinery, Energy & Transportation information relates to the design, manufacturing and marketing of our products.

Machinery, Power & Energy information relates to the design, manufacturing and marketing of our products.

Financial Products — Our finance and insurance subsidiaries, primarily Caterpillar Financial Services Corporation (Cat Financial) and Caterpillar Insurance Holdings Inc.

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Each of these companies has varying product lines that compete with Caterpillar products, and each has varying degrees of regional focus.

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

The Construction Industries product portfolio includes the following machines and related parts, services and worktools:

· asphalt pavers · motor graders · track-type tractors (small, medium)

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Caterpillar offers a broad product range and services to deliver comprehensive solutions for our customers.

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

We develop and manufacture high productivity equipment for both surface and underground mining operations around the world, as well as provide select work tools, machinery components, wear and maintenance components and related parts.

Our equipment is used to extract and haul copper, iron ore, coal, oil sands, aggregates, gold and other minerals and ores, as well as a variety of heavy construction applications.

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

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

Customers in most markets place an emphasis on equipment that is highly productive, reliable and provides the lowest total cost of ownership over the life of the equipment.

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Our global underground competitors include Epiroc AB, Komatsu Ltd., and Sandvik AB.

The Resource Industries product portfolio includes the following machines and related parts and services:

· electric rope shovels

· large wheel loaders

· landfill compactors

· off-highway trucks

· soil compactors

· hydraulic shovels

· wide-body trucks

· machinery components

· rotary drills

· articulated trucks

· autonomous ready vehicles and solutions

· hard rock vehicles

· wheel tractor scrapers

· select work tools

· large track-type tractors

· wheel dozers

· safety services and mining performance

· large mining trucks

· fleet management

Energy & Transportation

Our Energy & Transportation segment supports customers in oil and gas, power generation, marine, rail and industrial applications, including Caterpillar machines.

The Resource Industries product portfolio includes the following machines and related parts, services and worktools:

· electric rope shovels · large wheel loaders

· draglines · off-highway trucks

· hydraulic shovels · wide-body trucks

· rotary drills · articulated trucks

· hard rock vehicles · wheel tractor scrapers

· large track-type tractors · wheel dozers

· large mining trucks · landfill and soil compactors

Power & Energy

Our Power & Energy segment supports customers in oil and gas, power generation, marine, rail and industrial applications, including Caterpillar machines.

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 components, remanufacturing services for other companies, diesel-electric locomotives and other rail-related products and services as well as product support of on-highway engines.

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

Other competitors, such as Volvo Penta AB, FPT Industrial SpA (Iveco Group), INNIO Group, GE Vernova Inc., Kawasaki Heavy Industries Ltd., MAN Energy Solutions SE (VW), 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, Generac Holdings Inc., Rehlko 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.

Other competitors, such as Volvo Penta AB, FPT Industrial SpA (Iveco Group), INNIO Group, GE Vernova Inc., Kawasaki Heavy Industries Ltd., Everllence SE (formerly MAN Energy Solutions SE), 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, Generac Holdings Inc., Discovery Energy, LLC (Rehlko, formerly Kohler 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 Wabtec Corp, Greenbrier Companies, Inc., Voestalpine AG, Vossloh AG, Alstom SA, and Siemens Mobility A/S.

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

The Energy & Transportation portfolio includes the following products and related parts:

The Power & Energy portfolio includes the following products and related parts:

• Reciprocating engine-powered generator sets

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• Integrated systems and solutions used in the electric power generation industry

• Turbines, centrifugal gas compressors and related services

• Turbines, centrifugal gas compressors and turbine-related services

• Reciprocating engines, drivetrain and integrated systems and solutions for the marine and oil and gas industries

• Diesel-electric locomotives and components and other rail-related products and services

• Electrified powertrain and zero-emission power sources and service solutions

• Diesel-electric and hybrid locomotives and components and other rail-related products and services

Financial Products Segment

The business of our Financial Products Segment is primarily conducted by Cat Financial, Insurance Services and their respective subsidiaries and affiliates.

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

Retail financing is primarily comprised of installment sale contracts and other equipment-related loans, working capital loans, finance leases, operating leases, and revolving charge accounts.

Wholesale financing to Caterpillar dealers consists primarily of inventory and rental fleet financing.

In addition, Cat Financial purchases short-term wholesale trade receivables from Caterpillar.

The various financing plans offered by Cat Financial are designed to support sales of Caterpillar products and services and generate financing income for Cat Financial.

A significant portion of our activity is conducted in North America, and we have additional offices and subsidiaries in Latin America, Asia/Pacific, Europe and Africa.

In addition, Cat Financial purchases short-term wholesale trade receivables from Caterpillar.

A significant portion of Cat Financial’s activity is conducted in North America, and Cat Financial has additional offices and subsidiaries in Latin America, Asia/Pacific, Europe and Africa.

For over 40 years, Cat Financial has been providing financing for Caterpillar products, contributing to our knowledge of asset values, industry trends, financing structures and customer needs.

In certain instances, Cat Financial’s operations are subject to supervision and regulation by state, federal and various foreign governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions which, among other things, (i) regulate credit granting activities and the administration of loans, (ii) establish maximum interest rates, finance charges and other charges, (iii) require disclosures to customers, (iv) govern secured transactions, (v) set collection, foreclosure, repossession and other trade practices and (vi) regulate the use and reporting of information related to a borrower’s credit experience.

Cat Financial’s ability to comply with these and other governmental and legal requirements and restrictions affects its operations.

Cat Financial’s retail loans include:

• Loans that allow customers and dealers to use their Caterpillar equipment or other assets as collateral to obtain financing.

• Installment sale contracts, which are equipment loans that enable customers to purchase equipment with structured payments over time.

Cat Financial's retail leases include:

• Finance (non-tax) leases, where the lessee for tax purposes is considered to be the owner of the equipment during the term of the lease, that either require or allow the customer to purchase the equipment for a fixed price at the end of the term.

• Tax leases that are classified as either operating or finance leases for financial accounting purposes, depending on the characteristics of the lease.

For tax purposes, we are considered the owner of the equipment.

Cat Financial also purchases short-term receivables from Caterpillar.

Cat Financial’s wholesale loans and leases include inventory/rental programs, which provide assistance to dealers by financing their new Caterpillar inventory and rental fleets.

Cat Financial offers the following financing products to customers:

• Loans – Cat Financial offers loans that allow customers to purchase equipment with structured payments over time.

These loans are typically secured by the equipment purchased.

• Revolving Charge Accounts – Cat Financial offers revolving charge accounts that primarily allow customers to pay for parts, services and rentals at participating Caterpillar dealers.

• Leases – Cat Financial offers non-tax finance leases and tax leases which may be classified as either finance or operating leases for accounting purposes based on the characteristics of the lease.

Non-tax leases are finance leases

that either require or allow the customer to purchase the equipment for a fixed price at the end of the term and the lessee for tax purposes is considered the owner of the equipment during the term of the lease.

Tax leases are either operating or finance leases for accounting purposes, and for tax purposes, we are considered the owner of the equipment.

At the end of tax leases, Lessees have the option to return the equipment or purchase it at market value.

Lessees are obligated to maintain the equipment and insure it against damage and are responsible for payment of property and sales taxes, maintenance and other operating costs.

Cat Financial offers the following financing products to dealers:

• Wholesale Financing – Cat Financial provides dealers with inventory and rental fleet financing.

• Retail Loans – Cat Financial makes loans to certain dealers for working capital and other purposes.

These loans are typically secured by dealership assets.

Cat Financial’s financing products may be offered at fixed or floating interest rates.

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

Cat Financial operates in a highly competitive environment, with financing for users of Caterpillar equipment and services available through a variety of sources, principally commercial banks and finance and leasing companies.

Our competitors include Wells Fargo Equipment Finance Inc., Banc of America Leasing & Capital LLC, BNP Paribas Leasing Solutions Limited, Australia and New Zealand Banking Group Limited, Société Générale S.A.

Cat Financial’s competitors include Wells Fargo Equipment Finance Inc., Banc of America Leasing & Capital LLC, BNP Paribas Leasing Solutions Limited, Australia and New Zealand Banking Group Limited, Société Générale S.A.

and various other banks and finance companies.

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Cat Financial works with the broader Caterpillar organization to provide a broad array of financial merchandising programs to compete around the world.

Cat Financial provides financing only when certain criteria are met.

Credit decisions are based on a variety of credit quality factors including prior payment experience, customer financial information, credit ratings, loan-to-value ratios and other internal metrics.

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

Cat Financial finances a significant portion of Caterpillar dealers’ sales and inventory of Caterpillar equipment throughout the world.

Cat Financial’s competitive position is improved by marketing programs offered in conjunction with Caterpillar and/or Caterpillar dealers.

Under these programs, Caterpillar, or the dealer, funds an amount at the outset of the transaction, which Cat Financial then recognizes as revenue over the term of the financing.

We believe that these marketing programs provide Cat Financial a significant competitive advantage in financing Caterpillar products.

Cat Financial’s ability to comply with these and other governmental and legal requirements and restrictions affects its operations.

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

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This policy allows the use of foreign currency forward, option and cross currency contracts to offset the risk of currency mismatch between the assets and liabilities, and exchange rate risk associated with future transactions denominated in foreign currencies.

Cat Financial provides financing only when certain criteria are met.

Credit decisions are based on a variety of credit quality factors including prior payment experience, customer financial information, credit ratings, loan-to-value ratios and other internal metrics.

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

Cat Financial finances a significant portion of Caterpillar dealers’ sales and inventory of Caterpillar equipment throughout the world.

Cat Financial’s competitive position is improved by marketing programs offered in conjunction with Caterpillar and/or Caterpillar dealers.

Under these programs, Caterpillar, or the dealer, funds an amount at the outset of the transaction, which Cat Financial then recognizes as revenue over the term of the financing.

We believe that these marketing programs provide Cat Financial a significant competitive advantage in financing Caterpillar products.

Caterpillar Insurance Company, a wholly owned subsidiary of Caterpillar Insurance Holdings Inc., is a U.S.

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insures its parent and affiliates for general liability, property, auto liability and cargo.

It also provides reinsurance to Caterpillar Insurance Company under a quota share reinsurance agreement for its contractual liability and contractors’ equipment programs in the United States.

It also provides reinsurance to Caterpillar Insurance Company under a quota share reinsurance agreement for its Domestic Machine contractual liability policy in the United States.

In addition, Caterpillar Insurance Co.

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The dollar amount of backlog believed to be firm was approximately $51.2 billion at December 31, 2025 and $30.0 billion at December 31, 2024.

Compared with year-end 2023, the order backlog increased in Energy & Transportation, while Construction Industries and Resource Industries decreased.

Compared with year-end 2024, the order backlog increased across the primary segments, with the largest increase in Power & Energy.

Of the total backlog at December 31, 2025, approximately $19.3 billion was not expected to be filled in 2026.

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Pursuant to these agreements, the company grants the dealer the right to purchase and sell its products and to service the products in a specified geographic service territory.

The company establishes prices to dealers after

receiving input from dealers on transactional pricing in the marketplace.

The company establishes prices to dealers after receiving input from dealers on transactional pricing in the marketplace.

The company also agrees to defend its intellectual property and to provide warranty and technical support to the dealer.

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Caterpillar’s global workforce is united by Our Values In Action, Caterpillar’s Code of Conduct.

Integrity, Excellence, Teamwork, Commitment and Sustainability provide the foundation for our values-based culture.

Safety, Integrity, Teamwork, Excellence, and Commitment provide the foundation for our values-based culture.

Our human capital management principles are embedded in our values.

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Where multiple potentially responsible parties are involved, we consider our proportionate share of the probable costs.

In formulating the estimate of probable costs, we do not consider amounts expected

to be recovered from insurance companies or others.

In formulating the estimate of probable costs, we do not consider amounts expected to be recovered from insurance companies or others.

We reassess these accrued amounts on a quarterly basis.

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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-K

Item 1. Business