CATERPILLAR INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS(adopted by the Board of Directors on February 7, 2023)
I.

PURPOSE AND AUTHORITY
The purpose of the Caterpillar Inc. (“Caterpillar” or “Company”) Audit Committee is to assist
the Board of Directors (the “Board”) in fulfilling its oversight responsibilities with respect to:
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the integrity of Caterpillar’s financial statements;
Caterpillar’s compliance with legal and regulatory requirements;
Caterpillar’s business risk management process;the independent auditor’s qualifications and independence;the performance of Caterpillar’s internal audit function and the independent auditor;
the effectiveness of Caterpillar’s internal controls; andthe implementation and effectiveness of Caterpillar’s compliance program.

In carrying out these responsibilities, the Audit Committee shall have the authority to conduct
or authorize investigations into any matters within the scope of its responsibilities and theauthority to retain such outside counsel, experts, and other advisors as it determines
appropriate to assist it in carrying out its responsibilities. The Audit Committee shall receive
appropriate funding from Caterpillar, as determined in the Audit Committee’s sole discretion,
for payment of (i) compensation to any independent registered public accounting firm engaged
for the purpose of preparing or issuing an audit report or performing other audit, review orattest services for Caterpillar; (ii) compensation to any advisers employed by the Audit
Committee; and (iii) ordinary administrative expenses of the Audit Committee that arenecessary or appropriate in carrying out its duties.
The Audit Committee’s responsibilities are limited to oversight. Caterpillar’s management is
responsible for, among other things, the preparation, presentation and integrity of Caterpillar’sfinancial statements as well as the financial reporting process, accounting policies, internal
audit, internal control over financial reporting and disclosure controls and procedures. The
independent auditor is responsible for performing an audit of Caterpillar’s annual financial
statements and its internal control over financial reporting in accordance with the standards of
the Public Company Accounting Oversight Board (the “PCAOB”), expressing an opinion as
to the conformity of such annual financial statements with generally accepted accounting
principles (“GAAP”) and the effectiveness of Caterpillar’s internal control over financial
reporting, and reviewing the Company’s quarterly financial statements. It is not the
responsibility of the Audit Committee to plan or conduct audits, to determine that Caterpillar’sfinancial statements and disclosures are complete and accurate and in accordance with GAAP
and applicable laws, rules and regulations or to determine the effectiveness of Caterpillar’sinternal control over financial reporting. Each member of the Audit Committee shall beentitled to rely on the integrity of those persons within Caterpillar and of the professionals andexperts (including Caterpillar’s internal audit and the independent auditor) from which the
Audit Committee receives information and, absent actual knowledge to the contrary, theaccuracy of the financial and other information provided to the Audit Committee by such
persons, professionals or experts.

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II.

COMPOSITION AND QUALIFICATIONSThe Audit Committee shall consist of at least three directors. It shall have a Chairman
appointed by the Board. The Board may fill vacancies on the Audit Committee and remove
a member of the Audit Committee at any time with or without cause. Each member of the
Audit Committee must satisfy the independence requirements of the New York Stock
Exchange and the Securities and Exchange Commission. All members of the Audit
Committee shall be financially literate, or must become financially literate within a reasonable
period of time after his or her appointment to the Audit Committee, as determined by the
Board in its business judgment. At least one member of the Audit Committee must haveaccounting or related financial management expertise as determined by the Board in its
business judgment.
The Audit Committee may form and delegate authority to subcommittees when appropriate.
Generally, it is expected that Audit Committee members will not simultaneously serve on
more than two other audit committees of public companies in addition to Caterpillar’s Audit
Committee. If the Board determines that an Audit Committee member’s simultaneous service
on more than two other public company audit committees does not impair the member’s
service to Caterpillar, it will state so in its annual Proxy Statement. All Audit Committee
members shall advise the Chairman of the Board and the Chairman of the Public Policy andGovernance Committee before accepting membership on another audit committee.

III.

MEETING ATTENDANCE AND MINUTESThe Audit Committee shall meet at least six times a year or more frequently if circumstances
dictate. The Audit Committee shall periodically meet separately with management, theinternal auditors, and the independent auditors. One-third of the Audit Committee, but notless than two members, shall constitute a quorum for the transaction of business. Unless the
Audit Committee by resolution determines otherwise, any action required or permitted to betaken by the Audit Committee may be taken without a meeting if all members of the Audit
Committee consent thereto in writing, and the writing or writings are filed with the minutesof the proceedings of the Audit Committee. Members of the Audit Committee may participate
in a meeting through the use of conference telephone or similar communications equipment,
as long as all members participating in such meeting can hear one another, and suchparticipation shall constitute presence at such meetings.
At all times, the Audit Committee shall have the right to determine which representatives ofCaterpillar management or which directors (who are not on the Audit Committee) may attend
its meetings. The Audit Committee shall review and approve the Audit Committee minutes,
which shall be filed with the Secretary of the Company for retention with the records of theCompany. Copies of such minutes shall be presented to each Board member.

IV.

RESPONSIBILITIES AND DUTIES
Audit Committee Charter
The Audit Committee shall review this charter annually (or more frequently as circumstances
require) for adequacy and recommend to the Board any necessary changes. Should necessary
charter changes come to the Audit Committee’s attention prior to a scheduled review, suchchanges may be recommended to the Board prior to the review.

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Independent Auditor
The Audit Committee is directly responsible for the appointment, compensation, retention,and oversight of the work of the independent auditor (including the resolution of any
disagreements between management and the independent auditor regarding financial
reporting). The independent auditor shall report directly to the Audit Committee.
The Audit Committee shall receive written disclosures and the letter from the independent
auditor required by applicable requirements of the PCAOB regarding the independent
auditor’s communications with the Audit Committee concerning independence, and shalldiscuss with the independent auditor the independent auditor’s independence.
At least annually (or more frequently as circumstances require), the Audit Committee shallobtain and review a report by the independent auditor describing: the firm’s internal qualitycontrol procedures; any material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one or more independent
audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess
the auditor’s independence) all relationships between the independent auditor and Caterpillar.
At least annually, the Audit Committee shall evaluate the independent auditor’s qualifications,performance and independence, including a review and evaluation of the lead partner of the
independent auditor, taking into account the opinions of management and Caterpillar’sinternal auditors. The Audit Committee should present its conclusions to the full Board.
In connection with its continual assessment of the independence of the independent auditor,
the Audit Committee shall pre-approve all audit and permitted non-audit services to beprovided by the independent auditor and any fee for such services, subject to the de minimis
exceptions for non-audit services which are approved by the Audit Committee prior to thecompletion of the audit. The Chairman of the Audit Committee may pre-approve any suchservices according to the procedures approved by the Audit Committee, provided that any
approval by the Chairman of the Audit Committee must be reported to the Audit Committee
at its next meeting.
The Audit Committee considers updates on emerging accounting and auditing issues ascritical to its function. In this regard, the independent auditor and management shall provide
updates on emerging accounting and auditing issues, as well as an assessment of their potential
impact on Caterpillar, on a timely basis throughout the year. Additionally, the independent
auditor and management shall at least annually (or more frequently as circumstances require)provide an analysis of Caterpillar’s critical accounting policies.
The Audit Committee shall also develop and implement Caterpillar’s hiring policies for
employees or former employees of the independent auditors.
The independent registered public accounting firm will inform the Audit Committee if
Caterpillar’s financial statements have been selected by the PCAOB for inspection. To theextent the Company has been selected, the Audit Committee should discuss with theindependent registered public accounting firm any areas of Caterpillar’s financial statements,
internal controls and the audits thereof that are under review and whether any concerns havebeen raised regarding Caterpillar’s financial statements, internal controls and the audits
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developments in connection with this inspection. Finally, following the issuance by the
PCAOB of any inspection reports relating to the independent registered public accounting
firm, such firm shall discuss with the Audit Committee any findings included in the inspection
report to the extent such firm believes relevant to Caterpillar.
Internal Audit
The Audit Committee shall review the performance and effectiveness of Caterpillar’s internal
audit function including the objectives, responsibilities, compliance with International
Standards for the Professional Practice of Internal Auditing, and qualifications of Caterpillar’sinternal audit staff. Caterpillar’s internal audit function shall provide management and the
Audit Committee with ongoing assessments of Caterpillar’s system of internal control.
The Audit Committee shall discuss the responsibilities, budget and staffing of Caterpillar’sinternal audit function. The Audit Committee shall review and concur in the appointment,
replacement or dismissal of the Chief Audit Officer (CAO). The Audit Committee shall also
review and approve the annual performance appraisal of the CAO and any relatedcompensation changes.
Throughout the year, both the independent auditor and Chief Audit Officer, or designatedrepresentatives, shall describe their audit plans (in terms of scope and procedures to be used)
for the year and the progress of those plans to date. The Audit Committee shall have final
authority to review and approve the internal audit plan.
The Audit Committee shall review the progress made with respect to executing the approved
internal audit plan as well as any modifications to the plan during the year. The Audit
Committee shall review significant issues and significant, unsatisfactory audit findings
identified by internal audit and management’s response to such issues.
Internal Controls
At least annually (or more frequently as circumstances require), the Audit Committee shallreview with the independent auditor and management personnel the adequacy andeffectiveness of Caterpillar’s internal controls over financial reporting, and elicit any
recommendations for improvement of existing controls or the addition of new or more detailed
controls. The Audit Committee shall discuss with the independent auditor the matters required
to be discussed under applicable PCAOB and accounting and auditing standards.
The Audit Committee shall review and discuss with management and the independent
auditors: (1) any significant deficiencies or material weaknesses identified by management inconnection with required quarterly or annual certifications, (2) any significant changes ininternal control over financial reporting, and (3) any fraud involving management or other
employees who have a significant role in Caterpillar’s internal controls.
The Audit Committee shall establish procedures for the receipt, retention and treatment ofcomplaints received by Caterpillar regarding accounting, internal accounting controls or
auditing matters, as well as for the confidential, anonymous submissions by employees andnon-employees regarding questionable accounting or auditing matters.
The Audit Committee shall, at least annually, review and discuss Caterpillar’s risk assessment
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the steps management has taken to monitor and control such exposures. As determined by the
Audit Committee, business units shall provide reports on their key risks and steps taken to
mitigate those risks.
The Audit Committee shall review with management, at least annually, an assessment of theCompany's Information Technology (IT) process framework and practices, including anassessment of IT risks and the IT controls implemented to monitor and mitigate these risks.
The Audit Committee shall review with management, at least annually, emerging
cybersecurity developments and threats, the Company's risks relating to cybersecurity,
including a review of the state of the Company's cybersecurity, and the Company's strategy to
mitigate cybersecurity risks.
Financial Statements and Disclosure Matters
The Audit Committee shall meet to review and discuss Caterpillar’s annual audited financial
statements and quarterly financial statements with management and the independent auditor,
including reviewing the specific disclosures under “Management’s Discussion and Analysisof Financial Condition and Results of Operations.” As a result of this review and discussion,
the Audit Committee shall recommend to the Board whether the audited financials and related
disclosures should be included in Caterpillar’s Annual Report on Form 10-K.
The Audit Committee shall regularly review with the independent auditor any audit problems
or difficulties and management’s response and, with respect to audited financial statements,
whether the independent auditor intends to issue an unqualified opinion on the financials. In
connection with that review:
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the Audit Committee shall review with management, the internal audit staff and the
independent auditor any significant difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to required information, and any
significant disagreements with management;
the Audit Committee may review any or all of the following, as applicable, with theindependent auditor: any accounting adjustments that were noted or proposed by the
independent auditor above the agreed upon de minimis posting level but were "passed"(as immaterial or otherwise); any communications between the audit team and the audit
firm's national office respecting auditing or accounting issues presented by theengagement; and any "management" or "internal control" letter issued, or proposed to beissued, by the audit firm to Caterpillar;
the Audit Committee shall obtain from the independent auditor assurances that Section
10A(b) of the Securities Exchange Act of 1934 has not been implicated;
the independent auditor shall express its judgment regarding the quality andappropriateness of Caterpillar’s accounting principles as they apply to its financial
reporting;management shall discuss significant changes from the previous period and the impact of
any new accounting pronouncements;
the Audit Committee shall consider any significant changes to Caterpillar’s auditing andaccounting practices as suggested by the independent auditor or management; andthe Audit Committee shall review with the independent auditor and management theextent to which changes or improvements in financial or accounting practices, as
previously approved by the Audit Committee, have been implemented.

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5The Audit Committee shall discuss Caterpillar’s earnings press releases, as well as financial
information and earnings guidance provided to analysts and rating agencies, if any. The Audit
Committee need not discuss in advance each earnings release or each instance in which
Caterpillar may provide earnings guidance.
Annually, the Audit Committee shall prepare and approve for inclusion in Caterpillar’s annual
Proxy Statement an audit committee report as required by the Securities and Exchange
Commission.
The independent auditor shall report to the Audit Committee on a timely basis (a) all criticalaccounting policies used by Caterpillar, (b) alternative accounting treatments that have been
discussed with management along with the potential ramifications of using those alternatives
and the treatment preferred by the independent auditor, and (c) other material written
communications provided by the independent auditor to management.
While the fundamental responsibility for Caterpillar’s financial statements and disclosures
rests with management, the Audit Committee shall review: major issues regarding accounting principles and financial statement presentations,
including any significant changes in Caterpillar’s selection or application of accounting
principles, and major issues as to the adequacy of Caterpillar’s internal controls and any
special audit steps adopted in light of material control deficiencies; analyses prepared by management and/or the independent auditor setting forth significant
financial reporting issues and judgments made in connection with the preparation of thefinancial statements, including analyses of the effects of alternative GAAP methods on thefinancial statements;
 the effect of regulatory and accounting initiatives, as well as off-balance sheet structures,on the financial statements of Caterpillar; and audits regarding the accuracy of the facts and data used in the Company’s ESG-related
public reporting; the type and presentation of information to be included in earnings press releases (paying
particular attention to any use of "pro forma" or "adjusted" non-GAAP information), as
well as any financial information and earnings guidance provided to analysts and rating
agencies.
Compliance Program
The Audit Committee shall be knowledgeable about the content and operation of theCaterpillar Compliance Program (the “Program”) and shall exercise oversight of its
implementation and effectiveness. Specifically the Audit Committee shall: periodically review Our Values in Action, Caterpillar’s Worldwide Code of Conduct andits implementation;
 at least annually, review with the Chief Compliance Officer, or designated representative,
and other compliance personnel as appropriate, the compliance function, including
responsibilities, resources, Program implementation, assessment of Program effectiveness,and inquiries made to the Office of Business Practices; make recommendations regarding any changes, amendments, and modifications to theProgram; periodically review company significant issues related to Our Values in Action,
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specified in this section.
Significant Litigation and Regulatory Matters
The Audit Committee shall receive as appropriate, but at least annually, a report from the
Chief Legal Officer, General Counsel and Corporate Secretary or designated representative,of any significant litigation and regulatory matters, including those that may potentially havea material impact on Caterpillar’s financial statements.
Reports to the Board
The Audit Committee shall regularly report to the Board on its activities and shall make such
recommendations to the Board as the Audit Committee decides are appropriate. Specifically,
the Audit Committee shall review with the full Board any issues that arise with respect to thequality or integrity of Caterpillar’s financial statements, compliance with legal or regulatory
requirements, the qualification, performance and independence of the independent auditors,
or the performance of the internal audit function.
Audit Committee Evaluation
The Audit Committee shall engage in a self-evaluation annually and report the results of that
evaluation to the Board.
Additional Areas of Review
The Audit Committee participates in other areas of review as designated by the Board,
including, but not limited to, the following:
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At least annually (or more frequently as circumstances require), the Audit Committee shallreceive a report from Internal Audit of the expenses of the senior officers of Caterpillar
through the level of Group President.
At least annually (or more frequently as circumstances require), the Audit Committee shallreceive a report from Caterpillar’s Director of Tax, or designated representative, regarding
certain income tax matters, including the status of income tax reserves and governmental
tax audits.
At least annually (or more frequently as circumstances require), the Audit Committee shallreceive a report from the Chief Financial Officer, or designated representative, onCaterpillar’s currency, interest rate and commodities risk management strategy, policies
and procedures and use of derivative securities and compliance with the Derivative Policyof the Board.
At least annually (or more frequently as circumstances require), the Vice President incharge of Caterpillar Financial Products Division, or designated representative, shallupdate the Audit Committee on that subsidiary’s operations, including a discussion offinancing and lending activities.
At least annually (or more frequently as circumstances require), the Audit Committee shallreceive a report on loans, advances or guarantees extended to (1) dealers (other than by
Caterpillar Financial Services) and (2) suppliers.
At least annually (or more frequently as circumstances require), the Chief Compliance
Officer shall provide any information requested by the Audit Committee and/or the full
Board.

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