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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
10-K/A
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(Mark
One)
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
For
the
fiscal year ended December 31, 2005
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OR
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934 For
the
transition period from __________ to __________.
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Commission
File No. 1-768
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CATERPILLAR
INC.
(Exact
name
of Registrant as specified in its charter)
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Delaware
(State
or
other jurisdiction of incorporation)
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37-0602744
(IRS
Employer
I.D. No.)
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100
NE Adams
Street, Peoria, Illinois
(Address
of
principal executive offices)
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61629
(Zip
Code)
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Registrant's
telephone number, including area code: (309)
675-1000
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Explanatory
Note:
This amended
Annual Report on Form 10-K discloses revised information about the business
segments of Caterpillar Inc. to reflect segment reporting methodology and
organizational changes made January 1, 2006 and reflected in the first quarter
2006 segment note to the financial statements. No individual segment was
materially impacted as a result of the changes and prior period amounts have
been revised to conform to the current period presentation.
In
addition, the Company reached an agreement to acquire Progress Rail Services,
Inc. in May 2006. See Note 28 to the financial statements for additional
information.
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange
on
which registered
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Common
Stock
($1.00 par value)
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Chicago
Stock
Exchange
New
York
Stock Exchange
Pacific
Exchange, Inc.
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Preferred
Stock Purchase Rights
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Chicago
Stock
Exchange
New
York
Stock Exchange
Pacific
Exchange, Inc.
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9%
Debentures
due April 15, 2006
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New
York
Stock Exchange
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9
3/8%
Debentures due August 15, 2011
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New
York
Stock Exchange
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9
3/8%
Debentures due March 15, 2021
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New
York
Stock Exchange
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8%
Debentures
due February 15, 2023
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New
York
Stock Exchange
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5.3%
Debentures due September 15, 2035
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New
York
Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act: None
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Indicate
by check
mark whether the Registrant is a well-known seasoned issuer, as defined in
Rule
405 of the Securities Act. Yes [ ü ]
No
[ ]
Indicate
by check
mark if the registrant is not required to file reports pursuant to Section
13 or
Section 15(d) of the Act.
Yes
[ ] No [ ü ]
Indicate
by check
mark whether the Registrant (1) has filed all reports required to be filed
by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past
90 days. Yes [ ] No [ ü
]
Indicate
by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
Indicate
by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act.
(Check
one): Large
accelerated filer [ ü ]
Accelerated
filer [ ] Non-accelerated filer [
]
Indicate
by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the
Exchange Act).
Yes
[ ]
No [ ü ]
As
of December 31,
2005, there were 670,867,219 shares of common stock of the Registrant
outstanding, and the aggregate market value of the voting stock held by
non-affiliates of the Registrant (assuming only for purposes of this computation
that directors and officers may be affiliates) was $
37,970,065,775.
Documents
Incorporated by Reference
None
Page
1
PART
IV
Item
15.
Exhibits and Financial Statement Schedules.
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(b)
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Exhibits:
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13
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General
and
Financial Information for 2005 containing the information required
by SEC
Rule 14a-3 for an annual report to security holders.
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23
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Consent
of
Independent Registered Public Accounting Firm.
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31.1
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Certification
of James W. Owens, Chairman and Chief Executive Officer of Caterpillar
Inc., as required pursuant to Section 302 of the Sarbanes-Oxley Act
of
2002.
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31.2
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Certification
of David B. Burritt, Chief Financial Officer of Caterpillar Inc.,
as
required pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32
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Certification
of James W. Owens, Chairman and Chief Executive Officer of Caterpillar
Inc. and David B. Burritt, Chief Financial Officer of Caterpillar
Inc., as
required pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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Page
2
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Form
10-K/A
SIGNATURES
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Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange
Act
of 1934, the company has duly caused this report to be signed on
its
behalf by the undersigned, thereunto duly
authorized.
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CATERPILLAR
INC.
(Registrant)
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May
31,
2006
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By:
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/s/James
B. Buda
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James
B.
Buda, Secretary
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report
has been signed below by the following persons on behalf of the company
and in the capacities and on the dates indicated.
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May
31,
2006
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/s/James
W. Owens
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Chairman
of
the Board, Director
and
Chief
Executive Officer
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May
31,
2006
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/s/Stuart
L. Levenick
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Group
President
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May
31,
2006
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/s/Douglas
R. Oberhelman
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Group
President
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May
31,
2006
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/s/Gerald
L. Shaheen
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Group
President
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May
31,
2006
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/s/Gerard
R. Vittecoq
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Group
President
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May
31,
2006
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/s/Steven
H. Wunning
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Group
President
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May
31,
2006
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/s/David
B. Burritt
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Vice
President and
Chief
Financial Officer
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May
31,
2006
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/s/Bradley
M. Halverson
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Controller
and
Chief
Accounting Officer
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Page
3
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May
31,
2006
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/s/
W.
Frank Blount
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Director
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May
31,
2006
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/s/
John
R. Brazil
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Director
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May
31,
2006
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/s/
John
T. Dillon
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Director
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May
31,
2006
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/s/
Eugene V. Fife
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Director
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May
31,
2006
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/s/
Gail
D. Fosler
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Director
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May
31,
2006
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/s/
Juan
Gallardo
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Director
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May
31,
2006
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/s/
David
R. Goode
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Director
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May
31,
2006
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/s/
Peter
A. Magowan
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Director
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May
31,
2006
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/s/
William A. Osborn
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Director
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May
31,
2006
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/s/
Gordon R. Parker
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Director
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May
31,
2006
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/s/
Charles D. Powell
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Director
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May
31,
2006
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/s/
Edward B. Rust, Jr.
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Director
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May
31,
2006
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/s/
Joshua I. Smith
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Director
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Page
4