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 CLASS OF SECURITIES)
149123101
(CUSIP NUMBER)
12/31/2010
(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
CONTAINING 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 ABOVE PERSON: 04-2456637
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BOSTON, MASSACHUSETTS
5. SOLE VOTING POWER
0 SHARES
6. SHARED VOTING POWER
28,721,618 SHARES
7. SOLE DISPOSITIVE POWER
0 SHARES
8. SHARED DISPOSITIVE POWER
75,802,084 SHARES
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,802,084 SHARES
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
11.9%
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 ABOVE PERSON 04-1867445
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE A __
B __
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
11,144,183 SHARES
7. SOLE DISPOSITIVE POWER
0 SHARES
8. SHARED DISPOSITIVE POWER
58,224,649 SHARES
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,224,649 SHARES*
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
9.2%
12. TYPE OF REPORTING PERSON BK
*11,144,183 SHARES IN VARIOUS CAPACITIES
8,105,156 SHARES AS INVESTMENT MANAGER FOR CERTAIN CATERPILLAR
INC.(CATERPILLAR) DEFINED BENEFIT PLANS
38,975,310 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 NE ADAMS ST
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, IF NONE,
RESIDENCE
STATE STREET FINANCIAL CENTER
ONE LINCOLN STREET
BOSTON, MA 02111
(FOR ALL REPORTING PERSONS)
(C) CITIZENSHIP: SEE ITEM 4 ("CITIZENSSHIP 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.
CUSIP NO. 149123101 13G PAGE 5 OF 8 PAGES
IC INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF
THE INVESTMENT COMPANY ACT OF 1940.
IA AN INVESTMENT ADVISER 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.
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. THE PERCENTAGE AMOUNT SET FORTH IN
ROW 11 FOR ALL COVER PAGES FILED HEREWITH IS CALCULATED
BASED UPON THE 634,702,801 SHARES OF COMMON STOCK ISSUED AND
OUTSTANDING AS REPORTED BY CATERPILLAR IN ITS FORM 10-Q FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010.
THIS REPORT IS NOT AN ADMISSION THAT ANY OF THE REPORTING
PERSONS IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY
THIS REPORT, AND THE REPORTING PERSONS EXPRESSLY DISCLAIM
BENEFICIAL OWNERSHIP OF ALL SHARES PURSUANT TO RULE 13D-4,
EXCEPT IN THEIR FIDUCIARY CAPACITY UNDER ERISA.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A 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
6.1% OF THE COMMON STOCK OF CATERPILLAR. IN THIS
CAPACITY, STATE STREET BANK AND TRUST COMPANY HAS DISPOSITIVE
POWER OVER THE SHARES IN CERTAIN CIRCUMSTANCES.
CUSIP NO. 149123101 13G PAGE 6 OF 8 PAGES
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 MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
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.
10 FEBRUARY 2011
STATE STREET CORPORATION
/s/ JAMES J. MALERBA
EXECUTIVE VICE PRESIDENT,
CORPORATE CONTROLLER
10 FEBRUARY 2011
STATE STREET BANK AND TRUST COMPANY
/s/ CUAN COULTER
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 FRANCE S.A. IA
STATE STREET GLOBAL ADVISORS AUSTRALIA LIMITED IA
STATE STREET GLOBAL ADVISORS JAPAN CO., LTD. IA
STATE STREET GLOBAL ADVISORS ASIA LIMITED 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 ISSUER'S COMMON STOCK. DO NOT ADD THE SHARES OR PERCENT OF CLASS
REPORTED ON EACH REPORTING PERSON'S 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 WITHNESS WHEREOF, EACH COMPANY HEREBY EXECUTES THIS AGREEMENT
EFFECTIVE AS OF THE DATE SET FORTH BELOW.
10 FEBRUARY 2011
STATE STREET CORPORATION
/s/ JAMES J. MALERBA
EXECUTIVE VICE PRESIDENT,
CORPORATE CONTROLLER
10 FEBRUARY 2011
STATE STREET BANK AND TRUST COMPANY
/s/ CUAN COULTER
SENIOR VICE PRESIDENT