false
0000018230
0000018230
2025-08-28
2025-08-28
0000018230
us-gaap:CommonStockMember
2025-08-28
2025-08-28
0000018230
CAT:Sec5.3DebenturesDueSeptember152035Member
2025-08-28
2025-08-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current Report
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): August 28, 2025
CATERPILLAR
INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
1-768 |
|
37-0602744 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S
Employer
Identification No.) |
| 5205
N. O'Connor Blvd. Suite 100, Irving, Texas |
|
75039 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (972)
891-7700
Former name or former
address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol (s) |
Name
of each exchange which registered |
| Common
Stock ($1.00 par value) |
CAT |
The
New York Stock Exchange |
| 5.3%
Debentures due September 15, 2035 |
CAT35 |
The
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Caterpillar Inc. (the “Company”) is
providing an update relating to the estimated impact of tariffs on its financial results. Since the Company released its second quarter
earnings on August 5, 2025, several additional clarifications and additional tariffs have been announced. These clarifications and additional
tariffs will impact the Company’s financial results for the third quarter and the remainder of 2025. While the Company continues
to take initial mitigating actions to reduce this impact, trade and tariff negotiations continue to be fluid. Based on the changes and
clarifications announced since August 5, 2025 and expected to be in place as of August 31, 2025, the Company now expects the net impact
from incremental tariffs introduced in 2025 will be between approximately $500 million to $600 million for the third quarter and approximately
$1.5 to $1.8 billion for 2025. Including the net impact from incremental tariffs, the Company now expects its full year adjusted operating
profit margin to be near the bottom of the target margin range. The revised estimated net impact from tariffs is not expected to affect
the Company’s sales and revenue outlook provided during the second quarter earnings call on August 5, 2025.
Further updates will be provided in the Company’s third-quarter
earnings announcement and conference call on October 29, 2025.
FORWARD-LOOKING STATEMENTS
Certain statements in this report relate to future events and expectations
and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,”
“estimate,” “will be,” “will,” “would,” “expect,” “anticipate,”
“plan,” “forecast,” “target,” “guide,” “project,” “intend,” “could,”
“should” or other similar words or expressions often identify forward-looking statements. All statements other than statements
of historical fact are forward-looking statements, including, without limitation, statements regarding (i) tariffs, (ii) the Company’s
mitigating actions and cost controls, and (iii) the anticipated impact of the foregoing on the Company’s business, results of operations
and financial condition. These statements do not guarantee future performance and speak only as of the date they are made, and we do not
undertake to update our forward-looking statements.
The Company’s actual results may differ materially from those
described or implied in our forward-looking statements based on a number of factors, including, but not limited to: (i) global and regional
economic conditions and economic conditions in the industries we serve; (ii) commodity price changes, material price increases, fluctuations
in demand for our products or significant shortages of material; (iii) government monetary or fiscal policies; (iv) political and economic
risks, commercial instability and events beyond our control in the countries in which we operate; (v) international trade policies and
their impact on demand for our products and our competitive position, including the imposition of new tariffs or changes in existing tariff
rates; (vi) our ability to develop, produce and market quality products that meet our customers’ needs; (vii) the impact of the
highly competitive environment in which we operate on our sales and pricing; (viii) information technology security threats and computer
crime; (ix) inventory management decisions and sourcing practices of our dealers and our OEM customers; (x) a failure to realize, or a
delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures or divestitures; (xi) union disputes or other
employee relations issues; (xii) adverse effects of unexpected events; (xiii) disruptions or volatility in global financial markets limiting
our sources of liquidity or the liquidity of our customers, dealers and suppliers; (xiv) failure to maintain our credit ratings and potential
resulting increases to our cost of borrowing and adverse effects on our cost of funds, liquidity, competitive position and access to capital
markets; (xv) our Financial Products segment’s risks associated with the financial services industry; (xvi) changes in interest
rates or market liquidity conditions; (xvii) an increase in delinquencies, repossessions or net losses of Cat Financial’s customers;
(xviii) currency fluctuations; (xix) our or Cat Financial’s compliance with financial and other restrictive covenants in debt agreements;
(xx) increased pension plan funding obligations; (xxi) alleged or actual violations of trade or anti-corruption laws and regulations;
(xxii) additional tax expense or exposure, including the impact of U.S. tax reform; (xxiii) significant legal proceedings, claims, lawsuits
or government investigations; (xxiv) new regulations or changes in financial services regulations; (xxv) compliance with environmental
laws and regulations; (xxvi) catastrophic events, including global pandemics such as the COVID-19 pandemic; and (xxvii) other factors
described in more detail in the Company’s Forms 10-Q, 10-K and other filings with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits:
The following is furnished as an exhibit to this report:
| 104 | The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CATERPILLAR INC. |
| |
|
| |
|
| August 28, 2025 |
By: |
/s/ Derek Owens |
| |
|
Derek Owens
Chief Legal Officer and General Counsel |
