10-K/A 1 form10ka_052004.htm 10KA 052004 10KA 052004



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Mark One)
 
 
 
[X]
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2003
 
 
OR
 
[  ]
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934 For the transition period from __________ to __________.

 
Commission File No. 1-768

 
CATERPILLAR INC.
 
(Exact name of Registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)
 
1-768
(Commission File Number)
 
37-0602744
(IRS Employer I.D. No.)
 
100 NE Adams Street, Peoria, Illinois
(Address of principal executive offices)
 
61629
(Zip Code)
 
 
Registrant's telephone number, including area code: (309) 675-1000



2003 Form 10-K/A
Page 1  


Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange
  on which registered
  


 
Common Stock ($1.00 par value)
 
Chicago Stock Exchange
New York Stock Exchange
Pacific Exchange, Inc.
 
Preferred Stock Purchase Rights
 
Chicago Stock Exchange
New York Stock Exchange
Pacific Exchange, Inc.
 
9% Debentures due April 15, 2006
 
New York Stock Exchange
 
9 3/8% Debentures due August 15, 2011
 
New York Stock Exchange
 
9 3/8% Debentures due March 15, 2021
 
New York Stock Exchange
 
8% Debentures due February 15, 2023
 
New York Stock Exchange
 
 
 
 
 
 
 
 

Securities registered pursuant to Section 12(g) of the Act:
 
NONE

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 [ X ]  No  [     ]

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. [ X ]

As of December 31, 2003, there were 343,762,040 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 $ 28,128,435,330.

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes [ X ]  No  [    ]

 
Documents Incorporated by Reference
 
None

Explanatory Note: On March 10, 2004 the registrant filed its Form 10-K with the Securities and Exchange Commission for the year ended December 31, 2003. The registrant hereby amends its' Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2003 to add an 11-K filing for the Company's Employees' Investment Plan (Exhibit 99.2).  The certifications required by Section 302 and 906 of the Sarbanes-Oxley Act of 2002 are also provided.


2003 Form 10-K/A
Page 2  



Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(c)
   Exhibits:

 
31.1
 
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.
 
 
31.2
 
Certification of F. Lynn McPheeters, Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
32
 
Certification of James W. Owens, Chairman and Chief Executive Officer of Caterpillar Inc. and F. Lynn McPheeters, Chief Financial Officer of Caterpillar Inc., as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
99.2
 
Form 11-K for Employees' Investment Plan.
 

2003 Form 10-K/A
Page 3  



Form 10-K/A
SIGNATURES
 
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.
 
 
 
 
CATERPILLAR INC.
(Registrant)
May 27, 2004
 
By:
/s/James B. Buda

 
 
 
James B. Buda, Secretary
 
 

 
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.
 
 
May 27, 2004
 
/s/James W. Owens
 
Chairman of the Board, Director and Chief Executive Officer

 
 
(James W. Owens)
 
 
 
May 27, 2004
 
/s/Douglas R. Oberhelman
 
Group President

 
 
(Douglas R. Oberhelman)
 
 
 
May 27, 2004
 
/s/Gerald L. Shaheen
 
Group President

 
 
(Gerald L. Shaheen)
 
 
 
May 27, 2004
 
/s/Richard L. Thompson
 
Group President

 
 
(Richard L. Thompson)
 
 
 
May 27, 2004
 
/s/Gerard V. Vittecoq
 
Group President

 
 
(Gerard R. Vittecoq)
 
 
 
May 27, 2004
 
/s/Steven H. Wunning
 
Group President

 
 
(Steven H. Wunning)
 
 
 
May 27, 2004
 
/s/F. Lynn McPheeters
 
Vice President and
Chief Financial Officer

 
 
(F. Lynn McPheeters)
 
 

May 27, 2004
 
/s/David B. Burritt
 
 
Controller and
Chief Accounting Officer

 
 
 
(David B. Burritt)
 
 
2003 Form 10-K/A
Page 4  

 

  /s/W. Frank Blount     
May 27, 2004

(W. Frank Blount)
 
Director
 
       
May 27, 2004
/s/John R. Brazil
 
Director

(John R. Brazil)
 
 
 
 
May 27, 2004
/s/John T. Dillon
 
Director

 
(John T. Dillon)
 
 
 
May 27, 2004
/s/Eugene V. Fife
 
Director

 
(Eugene V. Fife)
 
 
 
May 27, 2004
/s/Gail D. Fosler
 
Director

 
(Gail D. Fosler)
 
 
 
May 27, 2004
/s/Juan Gallardo
 
Director

 
(Juan Gallardo)
 
 
 
May 27, 2004
/s/David R. Goode
 
Director

 
(David R. Goode)
 
 
 
May 27, 2004
/s/Peter A. Magowan
 
Director

 
(Peter A. Magowan)
 
 
 
May 27, 2004
/s/William A. Osborn
 
Director

 
(William A. Osborn)
 
 
 
May 27, 2004
/s/Gordon R. Parker
 
Director

 
(Gordon R. Parker)
 
 
 
May 27, 2004
/s/Charles D. Powell
 
Director

 
(Charles D. Powell)
 
 
 
May 27, 2004
/s/Edward B. Rust, Jr.
 
Director

 
(Edward B. Rust, Jr.)
 
 
 
May 27, 2004
/s/Joshua I. Smith
 
Director

 
(Joshua I. Smith)
 
 
 

2003 Form 10-K/A
Page 5