Commission File No. 0-13295

Registrant's telephone number, including area code: (615) 341-1000

Securities registered pursuant to Section 12(b) of the Act:

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] Not Applicable.

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes _

No X

At December 31, 2003, one share of common stock of the Registrant was outstanding, which is owned by Caterpillar Inc.

The Registrant is a wholly-owned subsidiary of Caterpillar Inc. and meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K, and is therefore filing this form with the reduced disclosure format.

Documents Incorporated by Reference: See page 13 for the exhibit index.

Caterpillar Financial Services Corporation, a Delaware corporation organized in 1981, is a wholly owned finance subsidiary of Caterpillar Inc. (together with its other subsidiaries, "Caterpillar" or "Cat"). We provide retail financing alternatives for Caterpillar machinery and engines as well as other equipment and marine vessels to customers and dealers around the world, provide wholesale financing to Caterpillar dealers, and purchase short-term dealer receivables from Caterpillar. We have over 20 years of experience in providing financing in these markets, contributing to our knowledge of asset values, industry trends, product structuring, and customer needs. We emphasize prompt and responsive service and offer various financing plans to meet customer requirements, increase Caterpillar sales, and generate financing revenue. Our total number of employees at December 31, 2003 was 1,282. For more detailed information on our parent company, Caterpillar Inc., please visit http://www.cat.com. For more information about our business, please visit http://www.catfinancial.com. Information contained on Caterpillar Inc.'s and our Internet sites are not incorporated by reference into this document.

Required Securities and Exchange Commission filings are available as soon as reasonably practicable after such material is electronically filed with or furnished to the Commission on the Internet at http://www.catfinancial.com. They also can be obtained without charge by writing to: Legal Dept., Caterpillar Financial Services Corp.; 2120 West End Ave.; Nashville, TN 37203-0001.

Retail financing plans include:

Leases and installment sale contracts:

• Tax leases that are classified as either operating or finance leases for financial accounting purposes, depending on the characteristics of the lease. For tax purposes, we are considered the owner of the equipment (20%*).
• Finance (non-tax) leases where the lessee is considered the owner of the equipment during the term of the contract and that either require or allow the customer to purchase the equipment for a fixed price at the end of the term (14%*).
• Installment sale contracts, which are equipment loans that enable customers to purchase equipment with a down payment or trade-in and structure payments over time (22%*).
• Governmental lease-purchase plans in the U.S. that offer low interest rates and flexible terms to qualified non-federal government agencies (1%*).

Retail notes receivable:

• Loans that allow customers and dealers to use their Caterpillar equipment as collateral to obtain financing (25%*).

Wholesale financing plans (18%*) include:

Wholesale notes receivable and Finance leases and installment sale contracts - wholesale:

• Inventory/rental programs which provide assistance to dealers by financing their inventory, rental fleets, and rental facilities.
• Short-term dealer receivables we purchase from Caterpillar at a discount.

We define total portfolio as total net finance receivables plus equipment on operating leases, less accumulated depreciation.

The retail financing business is highly competitive, with financing for users of Caterpillar equipment available through a variety of sources, principally commercial banks and finance and leasing companies. Cat Financial's competitors include CIT Group, Citibank, GECC, and local banks. Competitive manufacturers use below-market interest rate programs (subsidized by the manufacturer) to assist machine sales. Caterpillar and Cat Financial work together to provide a broad array of financial merchandising programs around the world to meet these competitive offers.

We continue in our efforts to respond quickly to customers, improve internal processing efficiencies, and reduce costs. Our web-based Cat FinancExpress^SM transaction processing and information tool, currently available in the U.S., Australia, Canada, and France, gives us a competitive advantage in these areas. Cat FinancExpress^SM collects information on-line to provide finance quotes, credit decisions, and print documents, all in a very short time frame.

We are largely dependent upon Caterpillar dealers' ability to sell equipment and customers' willingness to enter into financing or leasing agreements with us. We also are affected by the availability of funds from our financing sources and general economic conditions such as inflation and market interest rates.

We provide financing only when acceptable criteria are met. Credit decisions are based on, among other things, the customer's credit history, financial strength, and intended use of equipment. We typically maintain a security interest in retail financed equipment and require physical damage insurance coverage on financed equipment.

In certain instances, our operations are subject to supervision and regulation by state, federal, and various foreign government authorities and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things, (i) regulate credit granting activities, (ii) establish maximum interest rates, finance charges, and other charges, (iii) require disclosures to customers, (iv) govern secured transactions, (v) set collection, foreclosure, repossession, and other trade practices, (vi) prohibit discrimination in the extension of credit and administration of loans, and (vii) regulate the use and reporting of information related to borrower's credit experience.

We continue to finance a significant portion of Caterpillar dealers' sales and inventory of Cat equipment, especially in our North American segment (see Note 16 of Notes to Consolidated Financial Statements for more information regarding our segments and geographic areas). Our competitive position is improved by marketing programs, subsidized by Caterpillar and/or Caterpillar dealers, which allow us to offer below-market interest rates. The amount subsidized at the outset of the transaction is recognized as revenue over the term of the financing.

Our principal executive offices are located in Nashville, Tennessee. We have 41 offices, of which 6 are located in the United States, 19 are in Europe, and 16 are in other countries. All offices are leased.

Our stock is not publicly traded. Caterpillar is the owner of our one outstanding share. There were no cash dividends declared or paid to Caterpillar in 2003 or 2002. A cash dividend of $100 million was declared and paid in 2001.

Part II. Item 7. Management's Discussion and Analysis of FINANCIAL CONDITION AND Results of Operationspart ii. Item 7. Management's Discussion and Analysis of Results of Operations and capital resources and liquidity (Dollars in millions)

Revenues were a record $1,736, an increase of $154 or 10% compared with the same period last year.

Profit after tax was $256, up $63 or 33% from a year ago.

New retail financing was a record $8,049, an increase of $762 or 10% from last year.

Past dues over 30 days were 2.5% of total receivables compared with 3.5% at December 31, 2002.

Write-offs of bad debts exceeded recoveries by $82 during 2003 compared to $85 during 2002.

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect reported amounts. The most significant estimates include those related to our residual values for leased assets and for our allowance for credit losses. Actual results may differ from these estimates.

The residual value, which is the estimated future wholesale market value of leased equipment at the time of the expiration of the lease term, represents a careful analysis of historical wholesale market sales prices, projected forward on a level trend line without consideration for inflation or possible future pricing action. At the inception of the lease, the residual value is derived from consideration of the following critical factors: market size and demand, any known significant market/product trends, total expected hours of usage, machine configuration, application, location, model changes, quantities, and past remarketing experience. Many impact factors are gathered in an application survey that is completed prior to quotation. The lease agreement also clearly defines applicable return conditions and remedies for non-compliance, thus ensuring the leased equipment will be in good operating condition upon return. Model changes and updates, as well as market strengt h and product acceptance, are continually monitored, and residual adjustments are made in accordance with the significance of any such changes. Remarketing sales staff works closely with customers and dealers to manage the sale of lease returns and the recovery of residual exposure. During the term of the leases, residual amounts are monitored. If estimated market values significantly decline due to economic factors, obsolescence, or other adverse circumstances, the residuals are adjusted to the lower estimated values by a charge to earnings. For equipment on operating leases, the charge is recognized through depreciation expense. For finance leases, it is recognized through a reduction of finance revenue.

Wholesale and retail finance revenue for 2003 was $952, a decrease of $19 from 2002. The decrease was principally due to an 83 basis point decrease in the average interest rate, mostly offset by an 11% increase in the average receivable balance outstanding. The average interest rate on finance receivables was 6.29% for 2003 compared with 7.12% for 2002, which includes the average interest rate on Notes receivable from Caterpillar. This rate is computed by dividing finance revenue by the average finance receivable balance, net of unearned income. The tax benefits of governmental (non-federal) lease purchase contracts and tax-oriented leases are not included in these computed interest rates.

Operating lease revenue for 2003 was $661, or $122 higher than 2002 due to the increase in equipment on operating leases that resulted from higher customer demand.

Other revenue for 2003 was $123, an increase of $51 from 2002. The increase was primarily due to increased fees (commitment/buyout fees $4, dealer guarantee fees $4, and documentation fees $2), a favorable change in loss on the sale of equipment returned from lease, interest from Caterpillar Inc. related to the intercompany effects of an audit settlement with the Internal Revenue Service for several prior tax years, and increased income related to retained interests in securitized receivables. Other revenue items for the years ended December 31, included:

*See Note 1(J) of Notes to Consolidated Financial Statements for information on gain on sale of receivables.

Interest expense for 2003 was $483, a decrease of $61 from 2002. This decrease was primarily due to the reduction in the average cost of funds of 76 basis points, to 3.14% for 2003 from 3.90% for 2002, partially offset by the impact of a 10% increase in average debt levels that was due to an increase in new finance receivables and operating leases.

Depreciation expense on equipment leased to others was $527, up $112 over 2002 due to the increase in operating leases discussed in the Revenues section above.

General, operating, and administrative expenses increased to $240 in 2003 compared to $202 in 2002. This increase primarily resulted from increased employment and investments in technology to support the growth in total assets during 2003 and to develop infrastructure to support future growth initiatives. There were 1,282 employees at December 31, 2003, an increase of 67 from December 31, 2002.

The provision for credit losses decreased from $109 in 2002 to $101 in 2003. The allowance for credit losses was 1.49% of finance receivables, net of unearned income, at December 31, 2003, compared to 1.47% at December 31, 2002. The Notes receivable from Caterpillar are not included in this calculation.

The effective tax rate decreased from 36.3% for 2002 to 31.9% for 2003. The decrease from 2002 is attributable to our foreign subsidiaries that are subject to tax rates other than the statutory U.S. rate.

Profit for 2003 was $256, up $63 from 2002. Of the increase in profit, $59 million was due to growth in assets and $38 million to increases in Other revenue, as discussed in the Revenues section above, partially offset by $38 million higher general, operating, and administrative expenses.

Total assets were $19,759 at December 31, 2003, an increase of $2,654 over December 31, 2002, primarily due to additions exceeding collections on finance receivables (wholesale and retail).

During 2003, we financed record new retail business of $8,049, compared to $7,287 in 2002. The increase of $762 was primarily related to increased financing in our Europe and North America segments.

At December 31, 2003, we also serviced $1,053 in receivables sold to others, which consisted of $240 in wholesale receivables under revolving, asset-backed securitization agreements, $746 of installment sale contracts, and $67 of finance leases. These receivables are not available to pay our creditors.

Finance receivables plus rents receivable for operating leases (included in Other assets) that were past due over 30 days were 2.46% of the total such receivables at December 31, 2003 compared to 3.55% at December 31, 2002. In the Diversified Services segment, there was a $103 reduction in past due receivables (primarily from restructuring two accounts for which payments have been made in accordance with the restructuring agreements). At the same time, the finance receivables and rents receivable grew $2,479, primarily in the Europe and North America segments.

Bad debt write-offs, net of recoveries, were $82 for 2003 compared with $85 for 2002. We will continue to monitor the allowance for credit losses to provide for an amount we believe is adequate, after considering the value of any collateral, to cover uncollectible receivables. See Note 2 of Notes to Consolidated Financial Statements for information on the allowance for credit losses.

Wholesale and retail finance revenue for 2002 was $971, a decrease of $127 from 2001. The decrease was due principally to a 152 basis point decrease in the average interest rate, partially offset by an 8% increase in the average receivable balance outstanding. Discounts on North American dealer trade receivables purchased from Caterpillar that paid earlier than estimated at their purchase date, included in revenues, were $25 for 2002 and $67 for 2001. We purchase trade receivables each week at discounts that are expected to yield a market rate of interest over their term. Because the discounts are based on estimates as to when the receivables will be paid, the actual yield on the receivables can be higher or lower than the rates used to determine the discounts. In 2001, the yield was higher because the receivables paid substantially earlier than estimated. The unearned discounts recognized in 2002 revenues due to early payments included $18 in Wholesale finan ce revenue, related to Wholesale notes receivable, and $7 in Other revenue, related to the securitized portion of the receivables. The revenues recognized in 2001 were $41 in Wholesale finance revenue and $26 in Other revenue. The average interest rate on finance receivables was 7.12% for 2002 compared with 8.67% for 2001. This rate is computed by dividing finance revenue by the average finance receivable balance, net of unearned income. The tax benefits of governmental (non-federal) lease purchase contracts and tax-oriented leases are not included in these computed interest rates.

Operating lease revenue for 2002 was $539. The increase of $131 from 2001 was due to the increase in equipment on operating leases that resulted from increased marketing efforts and higher customer demand.

Other revenue for 2002 was $72, a decrease of $42 from 2001. Excluding the gain on the sale of trade receivables that was related to the recognition of unamortized discounts on the trade receivables purchased from Caterpillar, the decrease in Other revenue was $23. Other revenue items included:

Interest expense for 2002 decreased $144 from 2001. This decrease was primarily due to the reduction in the average cost of funds of 154 basis points, to 3.90% for 2002 from 5.44% for 2001, partially offset by the impact of a 10% increase in average debt levels that was due to funding increased new retail business.

Depreciation expense on equipment leased to others was up $101 over 2001 due to the increase in equipment on operating leases discussed in the Revenues section above.

General, operating, and administrative expenses increased $17 during 2002 compared to 2001. This increase primarily resulted from staff-related expenses due to the larger portfolio (including the increase due to the February 2002 acquisition of FCC) and geographical expansion and various cost increases related to the increase in repossessions. There were 1,201 employees at December 31, 2002, an increase of 121 from December 31, 2001.

The provision for credit losses increased $12 compared to 2001, resulting from an assessment of the adequacy of the allowance for credit losses considering the larger amount of finance receivables, actual write-offs, and a weakened global economy. The allowance for credit losses was 1.47% of finance receivables, net of unearned income, at December 31, 2002, compared to 1.42% at December 31, 2001. The Notes receivable from Caterpillar are not included in this calculation.

The effective tax rate increased to 36.3% in 2002 from 36.0% in 2001.

Profit for 2002 was $193, down $19 from 2001. The decrease was primarily due to a $27 reduction in the recognition of unamortized discounts on trade receivables purchased from Caterpillar that paid before maturity. Other reductions in profit were due to a decrease in other securitization-related revenue and increased general, operating, and administrative expenses due to growth. The reduction in profit was partially offset by the absence of residual write-downs recorded in 2001 for agriculture equipment.

Total assets were $17,105 at December 31, 2002, an increase of $2,111 over December 31, 2001, primarily due to additions exceeding collections on finance receivables (wholesale and retail).

We financed record new retail volume totaling $7,287 during 2002, as compared to $6,813 in 2001. The increase of $474 was primarily related to increased financing in the North American segment (including a $235 increase due to the February 2002 acquisition of FCC and a $94 increase in Canada, primarily related to a portfolio purchase from a Canadian dealer).

At December 31, 2002, we also serviced $966 in receivables sold to others, which consisted of $240 in wholesale receivables under revolving, asset-backed securitization agreements, $655 of installment sale contracts, and $71 of finance leases. These receivables are not available to pay our creditors.

Receivables that were past due over 30 days were 3.55% of the total receivables at December 31, 2002, as compared to 3.95% at December 31, 2001. The decrease was primarily related to a reduction in past due receivables in Europe and Mexico. Bad debt write-offs, net of recoveries, were $85 for 2002 compared with $72 for 2001. The increase in write-offs was primarily related to generally weak economic conditions in the U.S. We will continue to monitor the allowance for credit losses to provide for an amount we believe is adequate, after considering the value of any collateral, to cover uncollectible receivables. See Note 2 of Notes to Consolidated Financial Statements for information on the allowance for credit losses.

Operations for 2003 were funded with a combination of borrowings, proceeds from sales of receivables, and retained earnings. We do not generate material funding through structured finance transactions.

As an alternative funding source, we securitize assets. In this process, retail or wholesale finance receivables are sold to special purpose bankruptcy-remote subsidiaries. We receive proceeds from subsequent sales of dealer receivables into a revolving securitization facility and for retail installment sale contracts and finance leases sold into a public asset-backed securitization facility. Please refer to Note 4 of Notes to Consolidated Financial Statements for additional information.

During the year, Caterpillar did not contribute any additional capital. Our debt-to-equity ratio as defined under the revolving credit agreements was 7.8 to 1 at December 31, 2003 and 2002. See Note 7 of Notes to Consolidated Financial Statements for additional information.

$11,718 of medium-term notes

$ 3,912 of commercial paper

$ 475 of notes payable to Caterpillar

$ 415 of money market funds

$ 183 of short-term bank borrowings

$ 70 of long-term bank borrowings

$ 7 of loans from a company-owned partnership

These contractual obligations do not include unused commitments and lines of credit for dealers and customers discussed in Note 11 of Notes to Consolidated Financial Statements.

We use interest rate derivative financial instruments and currency derivative financial instruments to manage interest rate and foreign currency exchange risks that we encounter as a part of our normal business. We do not use these instruments for trading purposes.

Interest rate derivatives. We have a match funding objective whereby the interest rate profile (fixed rate or floating rate) of our debt is matched to the interest rate profile of our portfolio within certain parameters. In pursuing this objective, we use interest rate swap agreements to modify the structure of the debt. Match funding assists us in maintaining our interest rate spreads, regardless of the direction interest rates move.

In the normal course of business, our operations and financial position are subject to fluctuations in interest rates. We use interest rate swap agreements to manage this risk and maintain the spread between interest-bearing assets and liabilities. To estimate the impact of interest rate movement on our income, we compute a "baseline" and "shocked" interest expense over the next 12 months. The difference between the "baseline" and "shocked" amounts is an estimate of our sensitivity to interest rate movement.

We determine the "baseline" interest expense by applying a market interest rate to the unhedged portion of our debt. The unhedged portion of our debt is an estimate of fixed rate assets funded by floating rate liabilities. We incorporate the effects of interest rate swap agreements in the estimate of our unhedged debt. We determine the "shocked" interest expense by adding 100 basis points to the market interest rate applied to "baseline" interest expense and apply this rate to the unhedged debt.

Based on our sensitivity analysis, assuming no new fixed-rate assets funded by floating rate liabilities were extended and no further action was taken to alter our current interest rate sensitivity, the impact of a 100 basis point rise in interest rates is an estimated $18 increase to interest expense for 2004. The estimated impact for 2003 was $15. Although we believe this measure provides a meaningful estimate of our interest rate sensitivity, it does not adjust for other factors that impact our interest expense. Accordingly, no assurance can be given that actual results would be consistent with the results of our estimate. Our analysis does not necessarily represent our current outlook of future market interest rate movement.

Foreign currency derivatives. Since our policy for our operations is to hedge the foreign exchange risk when the currency of our debt does not match the currency of our portfolio and other receivables, a 10% change in the value of the U.S. dollar relative to all other currencies would not have a material effect on our consolidated financial position, results of operations, or cash flow. Neither our policy nor the effect of a 10% change in the value of the U.S. dollar has changed from that reported at the end of last year.

An evaluation was performed under the supervision and with the participation of the Company's management, including the Principal Executive Officer (PEO) and Principal Financial Officer (PFO), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, the Company's management, including the PEO and PFO, concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of this evaluation, there have been no significant changes in the Company's internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the Com pany's internal controls over financial reporting. Although the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote, management's evaluation provided reasonable assurance that these controls will be effective.

As a wholly-owned subsidiary of Caterpillar Inc., our principal accountant fees and services are subject to Caterpillar Inc.'s Audit Committee pre-approval policies and procedures described in their Proxy, which can be located at http://www.cat.com/about_cat/investor_information/05_SEC_filings/SEC_filings.html. The committee pre-approves all audit and non-audit services to be performed by the auditors.

Fees paid to Caterpillar Financial's auditors' firm were comprised of the following (in millions):

1. The following documents are filed as part of this report.

1. Financial Statements

• Report of Independent Auditors
• Consolidated Statement of Financial Position
• Consolidated Statement of Profit
• Consolidated Statement of Changes in Stockholder's Equity
• Consolidated Statement of Cash Flows
• Notes to Consolidated Financial Statements

1. Reports on Form 8-K

During the quarter ended December 31, 2003, reports on Form 8-K were filed pursuant to Item 12 on October 16, 2003 and Item 7 on November 10, 2003. Following the quarter, reports on Form 8-K were filed pursuant to Item 12 on January 27, 2004 and Item 5 on January 30, 2004. No financial statements were filed as part of those reports.

1. Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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.

To the Board of Directors and Stockholder of
         Caterpillar Financial Services Corporation:

In our opinion, the consolidated financial statements listed in the index appearing under Part IV Item 15(a)(1) of this 10-K present fairly, in all material respects, the financial position of Caterpillar Financial Services Corporation and its subsidiaries at December 31, 2003, 2002, and 2001 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test ba sis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

Memphis, Tennessee
January 27, 2004

AT DECEMBER 31, (Dollars in Millions, except share data)

FOR THE YEARS ENDED DECEMBER 31, (Dollars in Millions)

FOR THE YEARS ENDED DECEMBER 31, (Dollars in Millions)