CATERPILLAR INC (CAT)

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide information that will assist the reader in understanding the company’s Consolidated Financial Statements, the changes in certain key items in those financial statements between select periods and the primary factors that accounted for those changes. In addition, we discuss how certain accounting principles, policies and critical estimates affect our Consolidated Financial Statements. Our discussion also contains certain forward-looking statements related to future events and expectations as well as a discussion of the many factors that we believe may have an impact on our business on an ongoing basis. This MD&A should be read in conjunction with our discussion of cautionary statements and significant risks to the company’s business under Part I, Item 1A. Risk Factors of the 2025 Form 10-K.

Highlights for the second quarter of 2026 include:

•Total sales and revenues for the second quarter of 2026 were $20.543 billion, an increase of $3.974 billion, or 24 percent, compared with $16.569 billion in the second quarter of 2025. Sales were higher across the three primary segments.

•Operating profit margin was 20.9 percent for the second quarter of 2026, compared with 17.3 percent for the second quarter of 2025. Adjusted operating profit margin was 21.9 percent for the second quarter of 2026, compared with 17.6 percent for the second quarter of 2025.

•Second-quarter 2026 profit per share was $7.77, and excluding the items in the table below, adjusted profit per share was $8.17. Second-quarter 2025 profit per share was $4.62, and excluding the item in the table below, adjusted profit per share was $4.72.

•Caterpillar ended the second quarter of 2026 with $6.7 billion of enterprise cash.

Highlights for the six months ended June 30, 2026 include:

•Total sales and revenues were $37.958 billion for the six months ended June 30, 2026, an increase of $7.140 billion, or 23 percent, compared with $30.818 billion for the six months ended June 30, 2025.

•Operating profit margin was 19.4 percent for the six months ended June 30, 2026, compared with 17.6 percent for the six months ended June 30, 2025. Adjusted operating profit margin was 20.1 percent for the six months ended June 30, 2026, compared with 17.9 percent for the six months ended June 30, 2025.

•Profit per share for the six months ended June 30, 2026, was $13.23, and excluding the items in the table below, adjusted profit per share was $13.70. Profit per share for the six months ended June 30, 2025, was $8.82, and excluding the item in the table below, adjusted profit per share was $8.97.

•Enterprise operating cash flow was $6.2 billion for the six months ended June 30, 2026.

In order for our results to be more meaningful to our readers, we have separately quantified the impact of significant items.

A detailed reconciliation of GAAP to non-GAAP financial measures is included on pages 71-73.

Overview

Total sales and revenues for the second quarter of 2026 were $20.543 billion, an increase of $3.974 billion, or 24 percent, compared with $16.569 billion in the second quarter of 2025. The increase was primarily due to higher sales volume of $3.1 billion and favorable price realization of $595 million.

Second-quarter 2026 profit per share was $7.77, compared with $4.62 profit per share in the second quarter of 2025. In the second quarter of 2026 and 2025, profit per share included restructuring costs. Profit for the second quarter of 2026 was $3.593 billion, an increase of $1.414 billion, or 65 percent, compared with $2.179 billion for the second quarter of 2025. The increase was mainly due to the profit impact of higher sales volume.

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Trends and Economic Conditions

Outlook for Key End Markets

We continue to see strong momentum in our end markets despite ongoing uncertainty due to geopolitical events. We are also progressing on our capacity expansion plans, and we expect to increase our throughput in the second half of 2026.

In Power & Energy, our positive outlook for 2026 continues to reflect strong demand in both Power Generation and Oil & Gas. We continue to anticipate growth in Power Generation for both reciprocating engines and turbines and turbine-related services, driven by increasing energy demand to support data center build-out related to cloud computing and generative Artificial Intelligence (AI). Additionally, prime power demand continues to trend higher for turbines and turbine-related services and for reciprocating engine products and services to support their need for power solutions. Oil & Gas is expected to grow moderately in 2026 as compared to 2025. Reciprocating engine sales are anticipated to increase, driven by strong demand in gas compression applications. We expect continued momentum in demand for reciprocating engine aftermarket parts. For turbines and turbine-related services used in Oil & Gas applications, sales are expected to grow while the backlog remains healthy, with continued solid order and inquiry activity. Demand for products in Industrial applications is expected to grow moderately in 2026 as compared to 2025.

In Construction Industries, in 2026 as compared to 2025, we continue to expect growth in sales of equipment to end users supported by strong order rates. The outlook for North America remains positive, as sales of equipment to end users are anticipated to grow in 2026 as compared to 2025. Construction spending remains at healthy levels supported by the Infrastructure Investment and Jobs Act (IIJA), with the remaining funds to be spent over the next few years. Non-residential investment in critical infrastructure programs, heavy construction and data centers is contributing to overall construction spending levels. We expect dealer rental fleet loading will continue to grow in 2026 compared to 2025, including additional fleet loading for Major Projects in the third quarter of 2026. In EAME, Europe is expected to remain stable in 2026 as compared to 2025, supported by non-residential construction, and construction activity in Africa is projected to remain strong. While the Middle East continues to be challenged, we currently anticipate only a limited impact on sales of equipment to end users in EAME. In Asia Pacific, outside of China, softer economic conditions are expected in 2026. In China, we anticipate moderate conditions, with growth in the above 10-ton excavator industry in 2026, off of low levels of activity. Growth in Latin America is expected to continue.

In Resource Industries, we are seeing continued positive momentum with robust order rates and strong backlog growth. Sales of equipment to end users are expected to increase in 2026 as compared to 2025, primarily driven by rising demand for copper and gold, and positive dynamics in Heavy Construction and Quarry and Aggregates. In Mining, most key commodities remain above investment thresholds, customer product utilization is high, and the age of the fleet remains elevated. While some commodity prices have increased recently, customers remain focused on the long-term. We now expect rebuild activity in 2026 to increase moderately as compared to 2025. Rail services and locomotive deliveries are both anticipated to grow in 2026 as compared to 2025.

Third-Quarter 2026 Company Trends and Expectations

In the third quarter of 2026 as compared to the third quarter of 2025, we anticipate strong sales and revenues growth, primarily driven by higher sales volume and favorable price realization in each of our three primary segments. We expect higher sales volume to be mainly driven by higher sales of equipment to end users across all three primary segments in the third quarter of 2026 as compared to the third quarter of 2025.

In the third quarter of 2026 as compared to the third quarter of 2025, we anticipate strong sales growth in Power & Energy, driven by continued strength in Power Generation and in Oil & Gas, and modest growth in Industrial applications as it continues to recover. We expect favorable price realization in Power & Energy. In Construction Industries, we expect strong sales growth primarily due to higher sales volume and favorable price realization. We expect higher sales volume to be primarily driven by higher sales of equipment to end users, partially offset by the impact from changes in dealer inventories. We expect a slight increase in dealer inventory in the third quarter of 2026, but modestly lower than the increase in the third quarter of 2025. In Resource Industries, we expect strong sales growth primarily due to higher sales volume. We expect higher sales volume to be mainly driven by higher sales of equipment to end users. We also expect services revenues growth in the third quarter of 2026 as compared to the third quarter of 2025. We anticipate favorable price realization in Resource Industries in the third quarter of 2026 as compared to the third quarter of 2025, but to a lesser extent than the second quarter of 2026 as compared to the second quarter of 2025.

We anticipate tariff costs of around $600 million in the third quarter of 2026, which is similar to what was incurred in the third quarter of 2025. We expect about 50 percent of the tariff costs to be incurred in Construction Industries and 25 percent in both Power & Energy and Resource Industries.

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In the third quarter of 2026 as compared to the third quarter of 2025, we expect the profit impact of higher sales volume and favorable price realization to be partially offset by unfavorable manufacturing costs and higher selling, general and administrative (SG&A) and research and development (R&D) expenses.

In the third quarter of 2026 as compared to the third quarter of 2025, in Power & Energy, we anticipate the profit impact of higher sales volume and favorable price realization to be partially offset by unfavorable manufacturing costs and higher SG&A/R&D expenses. In Construction Industries, we anticipate favorable price realization and the profit impact of higher sales volume to be partially offset by unfavorable manufacturing costs and higher SG&A/R&D expenses. In Resource Industries, we anticipate the profit impact of higher sales volume and favorable price realization will be partially offset by unfavorable manufacturing costs and higher SG&A/R&D expenses.

Full-Year 2026 Company Trends and Expectations

We now anticipate sales and revenues growth in the mid-to-high teens for 2026 as compared to 2025. We expect strong sales growth across each of our primary segments, mainly driven by higher sales volume and favorable price realization. Services revenues are also expected to grow in 2026 as compared to 2025. We expect higher sales and revenues in the second half of 2026 as compared to the first half of 2025 following the t

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide information that will assist the reader in understanding the company’s Consolidated Financial Statements, the changes in certain key items in those financial statements between select periods and the primary factors that accounted for those changes. In addition, we discuss how certain accounting principles, policies and critical estimates affect our Consolidated Financial Statements. Our discussion also contains certain forward-looking statements related to future events and expectations. This MD&A should be read in conjunction with our discussion of cautionary statements and significant risks to the company’s business under Item 1A. Risk Factors of the 2025 Form 10-K.

Highlights for the full-year 2025 include:

•Sales and revenues for 2025 were $67.589 billion, an increase of $2.780 billion, or 4 percent, compared with $64.809 billion for 2024. Sales were higher in Power & Energy, about flat in Resource Industries and slightly lower in Construction Industries.

•Operating profit as a percent of sales and revenues was 16.5 percent in 2025, compared with 20.2 percent in 2024. Adjusted operating profit margin was 17.2 percent in 2025, compared with 20.7 percent in 2024.

•Profit per share for 2025 was $18.81, and excluding the items in the table below, adjusted profit per share was $19.06. Profit per share for 2024 was $22.05, and excluding the items in the table below, adjusted profit per share was $21.90.

•Enterprise operating cash flow was $11.7 billion in 2025. Caterpillar ended 2025 with $10.0 billion of enterprise cash.

In order for our results to be more meaningful to our readers, we have separately quantified the impact of significant items.

A detailed reconciliation of GAAP to non-GAAP financial measures is included on pages 48 - 49.

OVERVIEW

Total sales and revenues for 2025 were $67.589 billion, an increase of $2.780 billion, or 4 percent, compared with $64.809 billion for 2024. The increase reflected higher sales volume, partially offset by unfavorable price realization. Higher sales volume was primarily driven by higher sales of equipment to end users. Profit per share was $18.81 in 2025, compared with profit per share of $22.05 in 2024. Profit was $8.884 billion in 2025, compared with $10.792 billion in 2024. The decrease was mainly due to unfavorable manufacturing costs and unfavorable price realization, partially offset by the profit impact of higher sales volume. Unfavorable manufacturing costs largely reflected the impact of higher tariffs.

Trends and Economic Conditions

Outlook for Key End Markets

In Construction Industries, we expect another year of sales of equipment to end users growth in 2026 compared to 2025, supported by elevated order rates and a robust backlog. The outlook for North America remains positive, as sales of equipment to end users should grow moderately compared to 2025 with construction spending remaining healthy due to Infrastructure Investment and Jobs Act (IIJA) funding and other critical infrastructure programs. We also anticipate accelerated investment in data centers, which will further bolster overall construction spending. In 2026, dealer rental fleet loading and dealer's rental revenue are both projected to increase, compared to 2025. In EAME, economic conditions in Europe are expected to strengthen, and construction activity in Africa and the Middle East is projected to remain strong. In Asia Pacific, outside of China, moderate economic conditions are expected in 2026. We anticipate positive momentum in China from low levels, with growth in the above 10-ton excavator industry in 2026. Growth in Latin America is expected to continue in 2026 at a similar rate to 2025.

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In Resource Industries, sales of equipment to end users is expected to increase in 2026 as compared to 2025, primarily driven by rising demand for copper and gold, and positive growth trends in heavy construction and quarry and aggregates. In mining, most key commodities remain above investment thresholds, and customer product utilization is high while the age of the fleet remains elevated. With modest increases in commodity prices projected in 2026, we expect rebuild activity to increase slightly compared to 2025.

In Power & Energy, we anticipate growth in Power Generation for both reciprocating engines and turbines and turbine-related services in 2026, driven by increasing energy demand to support data center build-out related to cloud computing and generative Artificial Intelligence (AI). Additionally, we are starting to see orders for prime power trend higher as data center customers look for alternative power solutions to keep pace with their growth. After reaching record levels in 2025, Oil & Gas is expected to see moderate growth in 2026. Reciprocating engine sales are expected to increase, driven by strong demand in gas compression applications. For turbines and turbine-related services used in Oil & Gas applications, we expect another year of strong sales in 2026 comparable to our record 2025 performance as backlog remains healthy, with continued solid order and inquiry activity. Demand for products in Industrial applications is expected to grow moderately in 2026 as we see continued recovery from previous lows. In Transportation, we anticipate growth in rail services and locomotive deliveries in 2026 compared to 2025.

Full-Year 2026 Company Trends and Expectations

Our expectations assume the Rail division within Power & Energy, as was the case through year-end 2025. In March 2026, we will file a Form 8-K recasting historical periods to reflect the movement of the Rail division to Resource Industries. This will establish an appropriate baseline for evaluating future segment-level performance and expectations. If necessary, we will also update any segment specific forward-looking assumptions impacted by this change. There will be no impact on the enterprise-wide assumptions due to the Rail division recast.

For the full-year 2026, we anticipate sales and revenues to grow around the top end of our 5 to 7 percent compound annual growth rate (CAGR) target, as compared to 2025. The strong backlog coupled with healthy end markets supports our expectations for sales volume growth in all three primary segments, as well as favorable price realization of about 2 percent of sales and revenues. We expect machine dealer inventory to increase in 2026 and offset the $500 million decrease in 2025. Services revenues are also expected to grow in 2026 as compared to 2025.

Based on the incremental tariffs announced in 2025 and in place by January 29, 2026, we expect the impact from tariffs to be around $2.6 billion in 2026, which is $800 million higher than incurred in 2025. If we do not take the mitigating actions we plan to take in 2026, the impact from tariffs could be around 20 percent higher. We remain confident that we will manage the impact of tariffs over time.

In 2026, we expect restructuring costs of approximately $300 million to $350 million and capital expenditures of around $3.5 billion. We anticipate our 2026 estimated annual effective tax rate to be 23.0 percent, excluding discrete items.

First-Quarter 2026 Company Trends and Expectations

In the first quarter of 2026 as compared to the first quarter of 2025, we expect stronger sales and revenues primarily due to higher sales volume and favorable price realization. We expect higher sales volume to be mainly driven by higher sales of equipment to end users and by the impact from changes in machine dealer inventories. We expect machine dealer inventory to increase in excess of $1.0 billion during the first quarter of 2026, aligning with the seasonal pattern, compared to roughly flat levels in the first quarter of 2025.

In the first quarter of 2026 as compared to the first quarter of 2025, we anticipate strong sales growth in Construction Industries, primarily due to higher sales volume and favorable price realization. We expect higher sales volume to be driven by higher sales of equipment to end users and by the impact from changes in dealer inventories. We expect a more typical seasonal dealer inventory build in the first quarter of 2026 as compared to the first quarter of 2025. In Resource Industries, we anticipate strong sales growth in the first quarter of 2026 as compared to the first quarter of 2025, primarily due to higher sales volume. We expect higher sales volume to be driven by higher sales of equipment to end users and by the impact from changes in dealer inventories. We also expect price realization for the first quarter of 2026 to be about flat as compared to the first quarter of 2025. In Power & Energy, we anticipate sales growth in the first quarter of 2026 as compared to the first quarter of 2025, driven by strength in Power Generation and Oil & Gas, and favorable price realization. We expect sales in the first quarter of 2026 will be the lowest of the year and lower than the fourth quarter of 2025, aligned with typical seasonal pattern.

We expect the impact from incremental tariffs to be around $800 million in the first quarter of 2026, which is similar to the fourth quarter of 2025. We anticipate around 50 percent of the incremental tariff costs will be in Construction Industries, 20 percent in Resource Industries and 30 percent in Power & Energy.

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In the first quarter of 2026 as compared to the first quarter of 2025, excluding the impact from incremental tariff costs, we expect the profit impact of higher sales volume and favorable price realization will be partially offset by higher manufacturing costs and higher selling, general and administrative (SG&A) and research & development (R&D) expenses.

In the first quarter of 2026 as compared to the first quarter of 2025, in Construction Industries, excluding the impact from incremental tariff costs, we anticipate favorable price realization and the profit impact of higher sales volume will be partially offset by higher manufacturing costs. In Resource Industries, excluding the impact from incremental tariff costs, we anticipate the profit impact of higher sales volume will be more than offset by unfavorable manufacturing costs and higher SG&A/R&D expenses. We also anticipate an unfavorable mix of products in Resource Industries. In Power & Energy, excluding the impact from incremental tariff costs, we anticipate the profit impact of higher sales volume and favorable price realization will be partially offset by higher manufacturing costs.

Global Business Conditions

We continue to monitor a variety of external factors around the world, such as supply chain disruptions, inflationary cost, labor pressures and the impact of trade policies. Areas of particular focus include transportation, certain components and raw materials. We continue to work to minimize supply chain challenges that may impact our ability to meet customer demand. We continue to assess the environment to determine if addi

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