UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
CATERPILLAR INC
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
149123101
(CUSIP NUMBER)
12/31/2012
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
(X) RULE 13D-1 (B)
( ) RULE 13D-1 (C)
( ) RULE 13D-1 (D)
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A
REPORTING PERSON`S INITIAL FILING ON THIS FORM WITH RESPECT TO THE
SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT
CONTAINTING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED
IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL
NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE
SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE
LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL
OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES).
CUSIP NO: 149123101 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSON: STATE STREET CORPORATION
I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON: 04-2456637
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BOSTON, MASSACHUSETTS
5. SOLE VOTING POWER
0 SHARES
6. SHARED VOTING POWER
31,631,152
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
71,291,539
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,291,539
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12. TYPE OF REPORTING PERSON
HC
CUSIP NO: 149123101 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSON:
STATE STREET BANK AND TRUST COMPANY ACTING IN VARIOUS CAPACITIES
I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON: 04-1867445
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0 SHARES
6. SHARED VOTING POWER
11,105,687
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
50,766,074
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,766,074*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
12. TYPE OF REPORTING PERSON
BK
*11,105,687 SHARES HELD IN VARIOUS CAPACITIES
6,510,270 SHARES AS INVESTMENT MANAGER FOR CERTAIN CATERPILLAR
INC. (CATERPILLAR) DEFINED BENEFIT PLANS
33,150,117 SHARES AS INVESTMENT MANAGER FOR CERTAIN CATERPILLAR
DEFINED CONTRIBUTION PLANS
CUSIP NO: 149123101 13G Page 4 of 8 Pages
ITEM 1.
(A) NAME OF ISSUER
CATERPILLAR INC
(B) ADDRESS OF ISSUER`S PRINCIPAL EXECUTIVE OFFICES
100 NORTH EAST ADAMS STREET
PEORIA, IL 61629
ITEM 2.
(A) NAME OF PERSON FILING
STATE STREET CORPORATION AND ANY OTHER REPORTING PERSON
IDENTIFIED ON THE SECOND PART OF THE COVER PAGES HERETO
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IN NONE,
RESIDENCE
STATE STREET FINANCIAL CENTER
ONE LINCOLN STREET
BOSTON, MA 02111
(FOR ALL REPORTING PERSONS)
(C) CITIZENSHIP: SEE ITEM 4 (CITIZENSHIP OR PLACE OF
ORGANIZATION) OF COVER PAGES
(D) TITLE OF CLASS OF SECURITIES
COMMON STOCK
(E) CUSIP NUMBER:
149123101
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
SEE ITEM 12 (TYPE OF REPORTING PERSON) OF THE COVER PAGE
FOR EACH REPORTING PERSON AND THE TABLE BELOW, WHICH EXPLAINS
THE MEANING OF THE TWO LETTER SYMBOLS APPEARING IN ITEM 12 OF
THE COVER PAGES.
SYMBOL CATEGORY
BK BANK AS DEFINED IN SECTION 3(A) (6) OF THE ACT.
IC INSURANCE COMPANY AS DEFINED IN SECTION 3 (A) (19)
OF THE ACT
IC INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF
THE INVESTMENT COMPANY ACT OF 1940.
IA AN INVESTMENT ADVISOR IN ACCORDANCE WITH RULE
13D-1(B) (1) (II) (E).
EP AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN
ACCORDANCE WITH RULE 13D-1(B) (1) (II) (F) .
HC A PARENT HOLDING COMPANY OR CONTROL PERSON IN
ACCORDANCE WITH RULE 13D-1(B)(1)(II) (G).
SA A SAVINGS ASSOCIATIONS AS DEFINED IN SECTION 3(B)
OF THE FEDERAL DEPOSIT INSURANCE ACT (12 U.S.C. 1813).
CP A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF
AN INVESTMENT COMPANY UNDER SECTION 3(C)(14) OF THE
INVESTMENT COMPANY ACT OF 1940.
CUSIP NO: 149123101 13G Page 5 of 8 Pages
ITEM 4. OWNERSHIP
THE INFORMATION SET FORTH IN ROWS 5 THROUGH 11 OF THE COVER PAGE
HERETO FOR EACH OF THE REPORTING PERSONS IS INCORPORATED
HEREIN BY REFERENCE.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS
NOT APPLICABLE
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
ALL OF THE SECURITIES ARE BENEFICIALLY OWNED BY STATE STREET
CORPORATION AND ITS DIRECT OR INDIRECT SUBSIDIARIES IN THEIR VARIOUS
FIDUCIARY AND OTHER CAPACITIES. AS A RESULT, ANOTHER ENTITY IN EVERY
INSTANCE IS ENTITLED TO DIVIDENDS OR PROCEEDS OF SALE. STATE STREET
BANK AND TRUST COMPANY IS THE INVESTMENT MANAGER FOR CATERPILLAR
COMMON STOCK IN THE CATERPILLAR, INC. INVESTMENT TRUST WHICH
BENEFICIALLY OWNS 5.1% OF THE COMMON STOCK OF CATERPILLAR. IN THIS
CAPACITY, STATE STREET BANK AND TRUST COMPANY HAS DISPOSITIVE POWER
OVER THE SHARES IN CERTAIN CIRCUMSTANCES.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON
SEE EXHIBIT 1 ATTACHED HERETO
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMEBERS OF THE GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
CUSIP NO: 149123101 13G Page 6 of 8 Pages
ITEM 10. CERTIFICATION
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE
AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED AND ARE
HELD IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED AND ARE
NOT HELD FOR THE PURPOSE OR WITH THE EFFECT OF CHANGING OR INFLUENCING
THE CONTROL OF THE ISSUER OF THE SECURITIES AND WERE NOT ACQUIRED AND
ARE NOT HELD IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION
HAVING THAT PURPOSE OR EFFECT.
SIGNATURES
AFTER REASONABLE INQUIRY AND TO THE BEST OF HIS KNOWLEDGE AND
BELIEF, EACH OF THE UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH
IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
08 FEBRUARY 2013
STATE STREET CORPORATION
/s/ JAMES J. MALERBA
EXECUTIVE VICE PRESIDENT,
CORPORATION CONTROLLER
08 FEBRUARY 2013
STATE STREET BANK AND TRUST COMPANY
/s/ ALYSSA ALBERTELLI
SENIOR VICE PRESIDENT
CUSIP NO: 149123101 13G Page 7 of 8 Pages
EXHIBIT 1
THE FOLLOWING TABLE LISTS THE IDENTITY AND ITEM 3 CLASSIFICATION
OF EACH SUBSIDIARY OF STATE STREET CORPORATION, THE PARENT HOLDING
COMPANY, THAT BENEFICIALLY OWNS THE ISSUER`S COMMON STOCK. PLEASE
REFER TO ITEM 3 OF THE ATTACHED SCHEDULE 13G FOR A DESCRIPTION OF
EACH OF THE TWO-LETTER SYMBOLS REPRESENTING THE ITEM 3 CLASSIFICATION
BELOW.
SUBSIDIARY ITEM 3 CLASSIFICATION
STATE STREET BANK AND TRUST COMPANY BK
SSGA FUNDS MANAGEMENT, INC IA
STATE STREET GLOBAL ADVISORS LIMITED IA
STATE STREET GLOBAL ADVISORS LTD IA
STATE STREET GLOBAL ADVISORS, AUSTRALIA LIMITED IA
STATE STREET GLOBAL ADVISORS, ASIA LIMITED IA
STATE STREET GLOBAL ADVISORS JAPAN CO., LTD. IA
STATE STREET GLOBAL ADVISORS FRANCE S.A. IA
NOTE: ALL OF THE LEGAL ENTITIES ABOVE ARE DIRECT OR INDIRECT SUBSIDIARIES
OF STATE STREET CORPORATION. BENEFICIAL OWNERSHIP FOR STATE STREET BANK
AND TRUST COMPANY IS REPORTED ON ITS OWN REPORTING PERSON COVER PAGE
BECAUSE IT BENEFICIALLY OWNS MORE THAT FIVE PERCENT OF THE ISSUERS
COMMON STOCK. DO NOT ADD THE SHARES OR PERCENT OF CLASS REPORTED ON
EACH REPORTING PERSONS COVER PAGE OF THE ATTACHED SCHEDULE 13G TO
DETERMINE THE TOTAL PERCENT OF CLASS BENEFICIALLY OWNED BY STATE STREET
CORPORATION, AS THAT WILL RESULT IN DOUBLE COUNTING OF CERTAIN SHARES.
CUSIP NO: 149123101 13G Page 8 of 8 Pages
JOINT FILING AGREEMENT
IN ACCORDANCE WITH RULE 13D-1(K)(1) UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED (THE EXCHANGE ACT), EACH UNDERSIGNED ENTITY (EACH A
COMPANY) HEREBY AGREES TO ANY AND ALL JOINT FILINGS REQUIRED TO BE MADE
ON THE COMPANY`S BEHALF ON SCHEDULE 13G (INCLUDING AMENDMENTS THERETO)
UNDER THE EXCHANGE ACT, WITH RESPECT TO SECURITIES WHICH MAY BE DEEMED
TO BE BENEFICIALLY OWNED BY THE COMPANY UNDER THE EXCHANGE ACT, AND
THAT THIS AGREEMENT BE INCLUDED AS AN EXHIBIT TO ANY SUCH JOINT FILING.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IN WITNESS WHEREOF, EACH COMPANY HEREBY EXECUTES THIS AGREEMENT
EFFECTIVE AS OF THE DATE SET FORTH BELOW.
08 FEBRUARY 2013
STATE STREET CORPORATION
/s/ JAMES J. MALERBA
EXECUTIVE VICE PRESIDENT,
CORPORATION CONTROLLER
08 FEBRUARY 2013
STATE STREET BANK AND TRUST COMPANY
/s/ ALYSSA ALBERTELLI
SENIOR VICE PRESIDENT