01—Abstract
Summary
Summary of the 10-K/A filed May 29, 2003. Cited figures are marked; the original filing is the authoritative source.
This Form 10-K/A for fiscal year 2002 is an exhibit-only amendment.
It does not contain Caterpillar's audited consolidated financial statements, segment results, management discussion, or risk factors, so it gives investors no direct view of the company's 2002 revenue, profitability, or cash flow. The filing revises previously filed Exhibit 99.2 (Form 11-K/A for the Foreign Service Employees' Stock Purchase Plan) and adds Exhibits 99.3 through 99.5, which are Forms 11-K for the Employees' Investment Plan, the Savings and Investment Plan, and the Tax Deferred Savings Plan. It also includes Section 302 and Section 906 Sarbanes-Oxley certifications.
Investors should rely on the original 10-K for company-level performance. The exhibits show employee benefit plan activity tied to Caterpillar stock. Net assets fell across the plans in 2002, driven by market depreciation and withdrawals.
The Foreign Service Employees' Stock Purchase Plan held about $1.04 milliona in assets at year-end, down from $1.38 million. The Employees' Investment Plan had net assets of about $2.31 billion at November 30, 2002, versus $2.33 billion a year earlier, and held roughly 19.2 million Caterpillar shares valued at about $959.7 million. The Tax Deferred Savings Plan fell from about $267.7 million to $232.6 million.
The Master Trust that pools these plans recorded a 2002 net investment loss of about $80.6 millionb, compared with income of about $10.2 million in 2001. The most forward-looking item is a subsequent event disclosed in the Employees' Investment Plan notes. Effective January 1, 2003, no new contributions were permitted into Part 1 of that plan.
Part 2 instead gets an employer match of 100%c of employee contributions up to 6% of base pay, with immediate vesting. This is a benefit-design change that affects employee savings structure and potentially the company's future contribution expense, but the filing does not quantify that impact.
02—Key points
Key Highlights
- The 10-K/A is an exhibit-only amendment: it revises Exhibit 99.2 and adds Exhibits 99.3, 99.4, and 99.5 (Forms 11-K for employee savings and stock purchase plans) and does not include Caterpillar's consolidated financial statements.
- Caterpillar had 344,255,067 common shares outstanding at December 31, 2002, and non-affiliate market value of voting stock was about $15.57 billion.
- The Employees' Investment Plan held about 19.2 million Caterpillar shares worth about $959.7 million at November 30, 2002, making Caterpillar stock its largest single holding.
- Total net assets of the Employees' Investment Plan fell slightly to $2.31 billion from $2.33 billion, while the Foreign Service Employees' Stock Purchase Plan declined from $1.38 million to $1.04 million in assets.
- The Master Trust that pools plan assets posted a 2002 net investment loss of about $80.6 million, reversing prior-year income of about $10.2 million, reflecting weak market values for registered investment companies and Caterpillar stock.
- Effective January 1, 2003, new contributions to Part 1 of the Employees' Investment Plan were discontinued, and Part 2 now provides a 100% employer match on employee contributions up to 6% of base pay, with immediate vesting.
- The Tax Deferred Savings Plan's net assets dropped from about $267.7 million to $232.6 million, and the Solar Turbines Savings and Investment Plan's net assets fell to about $30.4 million from $32.8 million.
03—Questions
Frequently Asked Questions
Does this filing contain Caterpillar's 2002 financial results?
No. This 10-K/A only amends exhibits. It contains Forms 11-K for employee benefit plans, not the company's consolidated income statement, balance sheet, or cash flows. Investors should consult the original 2002 Form 10-K for company financial performance.
Why did Caterpillar file this amendment?
The filing states that Caterpillar amended its Form 10-K to revise previously filed Exhibit 99.2 and to add Exhibits 99.3, 99.4, and 99.5, which are the annual reports on Form 11-K for its employee plans. It also includes Sarbanes-Oxley Section 302 certifications.
How did employee plan holdings of Caterpillar stock change in 2002?
The Employees' Investment Plan held about 19.2 million Caterpillar shares valued at roughly $959.7 million at November 30, 2002. The Foreign Service Employees' Stock Purchase Plan held about 22,487 shares, valued at roughly $1.03 million at year-end. Plan-level values declined in 2002 partly due to net depreciation in Caterpillar stock.
What changed for employee retirement benefits effective January 1, 2003?
Part 1 of the Employees' Investment Plan closed to new contributions. Part 2 now provides an employer matching contribution of 100% of employee contributions up to 6% of base pay, and these matches vest immediately. The filing does not quantify the resulting cost to Caterpillar.
Are the plan losses a sign of company-level weakness?
The filing does not establish that. The plan losses reflect declines in the market value of plan investments, including Caterpillar stock and mutual funds, along with withdrawals. Assessing whether Caterpillar's business weakened requires the company's operating results in the original 10-K and related filings.
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