##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A Amendment 1
 [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 number 0-9722 INTERGRAPH CORPORATION 
  Delaware
    
    63-0573222(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)Huntsville, Alabama
    
    35894-0001(Address of Principal Executive Offices)
    
    (Zip Code)
 (256) 730-2000 
   Securities to be registered pursuant to Section 12(b) of the Act: NoneSecurities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.10 per share
(Title of Class) 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. [  ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [  ] The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2003,
the last business day of the registrants most recently completed second fiscal quarter, was approximately $972,477,000 based on the closing sale price of such
stock as reported by The NASDAQ® Stock Market on June 30, 2003, assuming that all shares beneficially held by executive officers and members of the registrants
Board of Directors are shares owned by affiliates, a status which each of the executive officers and directors may individually disclaim. As of January 31, 2004, there were 36,154,019 shares of Intergraph Corporation Common Stock $0.10 par value outstanding. The aggregate market value
of the voting stock held by non-affiliates of the registrant was approximately $871,993,000 based on the closing sale price of such stock as reported
by The NASDAQ® Stock Market on January 31, 2004, assuming that all shares beneficially held by executive officers and members of the registrants
Board of Directors are shares owned by affiliates, a status which each of the executive officers and directors may individually disclaim. DOCUMENTS INCORPORATED BY REFERENCE Documents
    
    Form 10-K/A ReferencePortions of the Annual Report to Shareholders for the
year ended December 31, 2003 as amended
    
    Part I, Part II, Part IIIPortions of the Proxy Statement for the May 13, 2004,
Annual Meeting of Shareholders
    
    Part III




---



##### Table of Contents



INTERGRAPH CORPORATION Explanatory Note The purpose of this Amendment No.1 on Form 10-K/A to the Annual Report on Form
10-K of Intergraph Corporation (the Company) for the year ended December 31,
2003 is to restate the Companys consolidated financial statements for the year
ended December 31, 2003, and related disclosures, including the selected
financial data included herein as of and for the year ended December 31, 2003. Generally, no attempt has been made in this Amendment No. 1 to modify or update
other disclosures presented in the original report on Form 10-K except as
required to reflect the effects of the restatement. This Form 10-K/A generally
does not reflect events occurring after the filing of the Form 10-K or modify
or update those disclosures affected by subsequent events. Information not
affected by the restatement is unchanged and reflects the disclosures made at
the time of the original filing of the Form 10-K on March 15, 2004.
Accordingly, this Form 10-K/A should be read in conjunction with filings made
subsequent to the filing of the original Form 10-K, including any amendments to
those filings. The following items have been amended as a result of the
restatement:  
    
    Part IItem 1Business;
    
    Part IIItem 6Selected Financial Data;
    
    Part IIItem 7Managements Discussion and Analysis of Financial Condition and
Results of Operations;
    
    Part IIItem 9AControls and Procedures; and
    
    Part IVItem 15Exhibits, Financial Statement Schedules, and Reports on Form 8-K. Additional detail regarding the restatement is included in Note 20 of the Notes
to Consolidated Financial Statements included in Part II  Item 8 of this
Amendment No. 1 on Form 10-K/A.




---



TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESPART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KSIGNATURESEx-13 Portions of the Intergraph Corporation 2003 Annual ReportEx-21 Subsidiaries of the CompanyEx-23 Consent of Ernst & Young LLPEx-31.1 Section 302 Certification of the CEOEx-31.2 Section 302 Certification of the CFOEx-32.1 Section 906 Certification of the CEOEx-32.2 Section 906 Certification of the CFO    Table of Contents  
 PART I 
 ITEM 1. BUSINESS Overview Intergraph Corporation (the Company or Intergraph) is a pioneer of computer
graphics software and services in the commercial and government sectors.
Founded in 1969, the Company has delivered numerous innovations in interactive
graphics solutions. Today, Intergraphs core mission is to enable businesses
and governments to make better and faster operational decisions, and through
software and services, help its customers organize vast amounts of complex data
into understandable visual representations. Intergraphs technology enables
our customers to create intelligent maps, manage assets and infrastructure,
build and operate better plants and ships, and dispatch emergency services to
those in need. Background Over the past six years, the Company has taken significant measures to reduce
its losses and return to profitability, including extensive reductions in its
workforce and the sale of several non-core business units and assets. In
fourth quarter 1999, the Company exited the personal computer and generic
server businesses, and in third quarter 2000 it exited the development and
design of most of its remaining hardware products. These actions allowed the
Company to return to profitability in 2001. The Company was profitable again
in 2002 and 2003. For further information regarding these actions, see
Managements Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) contained in the Companys 2003 Annual Report as amended. The Companys business segments offer software solutions based on the Microsoft
Corporation (Microsoft) Windows operating systems designed to satisfy
engineering, design, modeling, analysis, mapping, and information technology
(IT) needs. This open technology foundation enables the Companys software
products to interoperate with thousands of third-party Windows-based technical
and business applications. The Companys business segments also offer related
professional services to satisfy these needs. Products and services are sold
through industry-focused direct and indirect channels worldwide, with the
United States and Europe representing approximately 83% of total revenues for
2003. In addition, the Company has intellectual property that resulted from its
hardware design and manufacturing operations that the Company exited in 2000.
The intellectual property is used in a variety of industries, including
computers, consumer electronics, telecommunications, and electronics design.
The Company defends the value of its intellectual property (IP) portfolio
through licensing and litigation. The Company remains actively engaged in
licensing discussions, as well as patent litigation with several companies.
See Item 1. Licenses, Copyrights, Trademarks, Patents, and Proprietary
Information and Item 3. Legal Proceedings for further information. Business Segments The Companys current operations are divided into four business segments along
with a Corporate oversight function (Corporate). The Companys business
segments are Intergraph Process, Power &
Offshore (PPO); Intergraph Mapping and Geospatial Solutions (IMGS);
Intergraph Solutions Group (ISG); and Intergraph Public Safety, Inc. (IPS).
Each business is discussed in further detail below. For additional
information regarding the Companys business segments, including financial
information for 2003, see MD&A and Note 15 of Notes to Consolidated Financial
Statements contained in the Companys 2003 Annual Report as amended (Notes to
Consolidated Financial Statements).




---



##### Table of Contents



PPO:PPO supplies software and services to the process, power, offshore
petroleum, and marine industries, including shipbuilding. The segment focuses
on integrated lifecycle engineering software and services for design and
information management, with emphasis on engineering information as well as
materials and procurement management, and on the linkage of engineering and
business systems. For more than 25 years, engineering, procurement, and construction contractors
and facility owner/operators have used the segments software and services to
design, construct, operate, and maintain facilities for petrochemical,
chemical, pharmaceutical, food and beverage, oil and gas, power generation,
pulp and paper, and mining industries. The segments most prominent brands
include PDS (Plant Design System), SmartPlant®, MARIAN®, and INtools®.
SmartPlant® 3D and IntelliShip products were released in 2003. IMGS:IMGS has been a leading provider of mapping, GIS, and cartographic
software and solutions for more than 25 years. An acknowledged pioneer in the
industry, IMGS supplies products, services, open technology, data integration,
and people to help customers implement successful solutions to meet everyday
business challenges. IMGS offers industry-specific solutions for geospatial resource management,
land information management, earth imaging, mobile resource management,
geospatial infrastructure management, geospatial intelligence, cartographic
production, and geospatial data management. With proven technology and
comprehensive professional services, IMGS supports local, regional, and
national government entities; transportation and mapping agencies; utilities
and communications companies; commercial remote sensing and photogrammetry
organizations; military and intelligence agencies; educational institutions;
and more. ISG:ISG is a professional services and solutions provider of management
consulting, technology, and integrated solutions in the government and
commercial sectors. ISG partners with clients to achieve their vision,
mission, and goals through intelligent deployment of best practices and IT.
ISG combines experience in dozens of technical fields with offerings covering a
breadth of services capabilities and products: IT integration, systems and
networking, installation management, homeland security and force protection,
logistics and supply chain management, IT-managed services, management
consulting, ruggedized hardware solutions, video analysis systems and services,
and integrated ship design and production software. The majority of ISG
business is within the U.S. Department of Defense, primarily the U.S. Air Force
and U.S. Navy. IPS:IPS provides complete, integrated solutions for command and control,
resource deployment and tracking, information gathering and analysis, and
records management. These systems are designed for public safety agencies (law
enforcement, fire, and emergency medical services), commercial fleet
operations, and security forces at airports, military bases, and other campus
environments. IPS provides complete solutions for public safety agencies, and was the first
vendor to offer map-based computer-aided dispatching. Subsequently, the
product offerings have expanded to include records and jail management systems,
mobile solutions, and Web-based access to command and control information.
Together, these products represent an integrated solution for dealing with the
life cycle of public safety information. Corporate:The Corporate segment includes Teranetix (a provider of commercial
repair and logistics services); international hardware maintenance; residual
activity relating to exiting the hardware business, including management of
warranty reserves and a repair depot; oversight activities associated with the
offices of Chief Executive Officer (CEO), Chief Financial Officer (CFO),
Treasurer, Strategic Planning, General Counsel, Corporate Marketing, the Board
of Directors (Board), and internal and external audit.




---



##### Table of Contents



Product Development The Company believes a strong commitment to ongoing product development is
critical to success in the markets in which it competes. Product development expenditures include all costs related to designing new or
improving existing products. During the year ended December 31, 2003, the
Company expensed $59 million (11% of revenues) for product development
activities compared to $50.7 million (10% of revenues) in 2002, and $53.9
million (10% of revenues) in 2001. See MD&A for further discussion of product
development expenses, including amounts capitalized and their recoverability. The markets in which the Companys business units compete continue to be
characterized by rapid technological change, resulting in shorter product
cycles, higher-performance and lower-priced product offerings, intense price
and performance competition, and development and support of software standards
that result in less specific hardware and software dependencies by customers.
The operating results of the Company and its competitors will continue to
depend on the ability to accurately anticipate customer requirements and
technological trends, and to rapidly and continuously develop and deliver new
products that are competitively priced, offer enhanced performance, and meet
customers requirements for standardization and interoperability. Manufacturing and Sources of Supply The Company maintains inventories to meet its hardware warranty and service
obligations, and two of the Companys business segments continue light
manufacturing and assembly operations. All other business segments purchase
hardware and some software from third parties for resale to customers. The
Company is not required to carry extraordinary amounts of inventory to meet
customer demands. Sales and Support Sales:The Companys products are sold through a combination of direct and
indirect channels worldwide. Most of the Companys revenues are generated by
the Companys direct sales force through sales offices in over 30 countries.
The efforts of the direct sales force are augmented by sales through indirect
channels, value-added resellers, distributors, and systems integrators. Each of the Companys business units maintains its own sales force. The
Company believes an industry focus better enables it to meet the specialized
needs of customers. In general, the direct sales forces are compensated
through a combination of base salary and commission. Sales quotas are
established along with certain incentives for exceeding quota. Additional
specific incentive programs may be established periodically. Customer Support:The Company believes that a high level of customer support
is important to the sale of its technical solutions and integration services.
Customer support includes pre-installation guidance, customer training, on-site
installation, project management, hardware preventive maintenance, repair
services, software help desk, and technical support services. Maintenance and
support are covered by standard warranties and by maintenance agreements to
which most users subscribe. The Company believes that its hardware maintenance
revenue will continue to decline as a result of its exit from the hardware
business; however, the decline in maintenance revenues may be partially offset
by growth in the Companys professional services business. The Company is
endeavoring to grow its services business, but revenues from these services
typically fluctuate significantly from year to year and produce lower gross
margins than systems or software maintenance revenues.




---



##### Table of Contents



International Operations International markets, particularly Europe and Asia, are important to each of
the Companys operating segments. Sales outside the United States represented
approximately 47%, 43%, and 47% of total revenues in 2003, 2002, and 2001,
respectively. Europe and Asia Pacific represented approximately 31% and 9%,
respectively, of total revenues in 2003, compared to 26% and 10%, respectively,
in 2002, and 28% and 9%, respectively, in 2001. The Companys operations are
subject to and may be adversely affected by a variety of risks inherent in
doing business internationally, such as government policies or restrictions,
worldwide political conditions, currency exchange fluctuations, and other
factors. Outside the United States, the Companys products are sold and supported
through a combination of subsidiaries and distributorships. At December 31,
2003, the Company had approximately 750 employees in Europe, 300 employees in
the Asia Pacific region, and 460 employees in other international locations. Fluctuations in the value of the U.S. dollar in international markets can have
a significant impact on the Companys results of operations. The Company
conducts business in many major markets outside the United States, but the most
significant of these operations with respect to currency risk are located in
Europe and Asia. Local currencies are the functional currencies for the
Companys Canadian subsidiaries, a Japanese subsidiary, and all but one of the
Companys European subsidiaries. The U.S. dollar is the functional currency
for all other international subsidiaries. See Note 1 of Notes to Consolidated
Financial Statements for a description of the Companys policy for managing the
currency risks associated with its international operations. For further discussion of the Companys international operations, see MD&A and
Note 15 of Notes to Consolidated Financial Statements. U.S. Government Business Total revenue from the U.S. government was approximately $137.1 million in
2003, $136.9 million in 2002, and $143 million in 2001, representing
approximately 26% of total revenue in 2003, and 27% of revenue in 2002 and
2001. The majority of these revenues are attributed to the ISG business
segment. The Company sells to the U.S. government under long-term contractual
arrangements, primarily indefinite delivery, indefinite quantity, and
cost-based contracts, and through sales of commercial products not covered by
long-term contracts. Approximately 83% of the Companys 2003 federal
government revenue was earned under long-term contracts. The Company believes
its relationship with the federal government to be good. While it is
anticipated that these contracts will remain in effect through their stated
expiration, the contracts are subject to termination at the election of the
government. Any loss of a significant government contract would have an
adverse impact on the results of operations of ISG and the Company as a whole. The Company has historically experienced slower collection periods for its U.S.
government accounts receivable than for its commercial customers. At December
31, 2003, and 2002, accounts receivable from the U.S. government totaled
approximately $23.5 million and $26.7 million, respectively. Backlog An order is entered into backlog only when the Company receives a purchase
order or a signed contract from a customer. The Companys systems and services
backlog of unfilled orders at December 31, 2003, and 2002, was $193.3 million
and $193.8 million, respectively. Substantially all the December 2003 backlog
of orders is expected to be earned and recognized as revenue in 2004. The
Company does not ordinarily provide return of merchandise or extended payment
terms to its customers.




---



##### Table of Contents



The Company does not consider its business to be seasonal, however, first
quarter revenue is usually less than the previous fourth quarters revenue. Competition The markets in which the Company competes continue to be characterized by price
and performance competition. To compete successfully, the Company and others
serving these markets must accurately anticipate customer requirements and
technological trends, and rapidly and continuously develop products with
enhanced performance that can be offered at competitive prices. The Company
and its competitors engage in the practice of price discounting to meet
competitive industry conditions. Other important competitive factors include
quality, reliability, customer service and support, and training. Company
management believes that competition will remain intense, particularly in
product pricing. The Companys competition varies among its business segments. PPO competes with the software products and services of AVEVA Group plc
(formerly Cadcentre), Bentley Systems, Inc. (BSI) (an approximately 32%-owned
affiliate of the Company), Dassault Systemes, Tribon (shipbuilding), and
several smaller companies. In 2003, PPO attained its eleventh consecutive year
of market revenue leadership as estimated from available industry information.
PPO ranked first in the overall plant creation software and services market and
the overall plant-specific applications market. Positive factors potentially
affecting competition in 2004 include continuing
acceptance of SmartPlant® software, the commercial introduction of SmartPlant®
3D and IntelliShip, continuing software lease revenue (particularly for PDS),
and increasing strong demand for SmartPlant® Foundation (commercial
off-the-shelf software for plant information management), instrumentation
engineering, and materials and procurement management. Potential negative
factors include worldwide uncertainties arising from the sustainability of
economic recovery and growth, as well as industry conditions affecting funding
of customers capital projects, and fluctuations in oil, gas, and chemical
prices. IMGS competes and is a leader in the GIS and earth imaging markets. According
to available industry information, IMGS is a market leader in specific GIS
market segments such as telecommunications and
architecture/engineering/construction, with Environmental Systems Research
Institute (ESRI®) being the overall market leader. In the Utilities sector,
another global competitor is GE Network Solutions. IMGS is a market leader in
the earth imaging market with its Z/I Imaging business believed to lead the
photogrammetric industry. Z/I Imagings largest competitor is Leica Geosystems
(Leica). Z/I Imaging and Leica offer end-to-end solutions and together
provide solutions to over 60% of the market. Although no industry reports are
available for the photogrammetry market, IMGS determines its market placement
by comparing overall market revenues to revenues reported by Leica and other
competitors. ISG competes in the U.S. federal government, state and local government,
and commercial IT services markets. In 2003, VARBusinessranked Intergraph as
one of the top 100 North American IT solutions providers, and Washington
Technologyplaced Intergraph as the 83rd largest federal prime contractor.
INPUT, a Virginia-based government IT market research firm, estimates there are
more than 3,000 companies conducting more than $100,000 of IT business with the
U.S. government. According to Gartner Dataquest, a Connecticut-based
technology research and advisory firm, more than 15,000 companies compete in
the commercial IT services market. However, many of our competitors are
substantially larger than the Company and have significantly greater financial
and other resources. IPS primary market is comprised of system sales of greater than $1 million,
and it estimates its ranking at first or second in its markets. Competitors in
this segment include Motorola Integrated Solutions, Northrop Grumman,
CompuDyne, and Tritech Software Systems. In 2004, IPS will launch an
initiative to sell into the mid-size market segment with system sales of less
than $1 million. IPS believes this market segment lacks a dominant vendor.
IPS primary competitors in this market are OSSI, New




---



##### Table of Contents



World, VisionAIR,
InterAct, Positron, and HTE. Other vendors in the $1 million and greater
market could also move into the mid-size market. Several companies with greater financial and other resources than the Company
are active in the markets it serves, particularly those served by its ISG and
IPS business segments. The Company believes that its experience and ability to
provide total solutions and services gives it an advantage over vendors who
provide only software, hardware, or services. Environmental Affairs The Companys facilities are subject to numerous laws and regulations designed
to protect the environment. In the opinion of the Company, compliance with
these laws and regulations has not had, and should not have, a material effect
on the capital expenditures, earnings, or competitive position of the Company. Licenses, Copyrights, Trademarks, Patents, and Proprietary Information The Company owns and maintains a number of registered patents and registered
and unregistered copyrights, trademarks, and service marks. The patents and
copyrights held by the Company are the principal means by which the Company
preserves and protects the intellectual property rights embodied in the
Companys products. Similarly, trademark rights held by the Company are used
to preserve and protect the reputation of the Companys registered and
unregistered trademarks. See Item 3. Legal Proceedings for information
regarding the Companys patent protection efforts. As industry standards proliferate, there is a possibility that the patents of
others may become a significant factor in the Companys business. Computer
software technology is increasingly being protected by patents, and many
companies, including Intergraph, are developing patent positions for software
innovations. It is unknown at the present time whether various patented
software technology will be made generally available under licenses, or whether
specific innovations will be held by their inventors and not made available to
others. In many cases, it may be possible to employ software techniques that
avoid the patents of others, but the possibility exists that some features
needed to compete successfully in a particular segment of the software market
may be unavailable or may require an unacceptably high cost via royalty
arrangements. Patented software techniques that become de facto industry
standards are among those that may raise costs or may prevent the Company from
competing successfully in particular markets. An inability to protect the Companys copyrights, trademarks, and patents, or
to obtain current technical information or any required patent rights of others
through licensing or purchase, all of which are important to success in the
markets in which the Company competes, could significantly reduce the Companys
revenues and adversely affect its results of operations. The Company has intellectual property that is used in a variety of industries,
including computers, consumer electronics, telecommunications, and electronics
design. The Company defends the value of its IP portfolio through licensing
and litigation. The Company remains actively engaged in licensing discussions,
as well as patent litigation with several companies. In January 2003, the Company entered into a cross-licensing agreement with
International Business Machines Corporation (IBM) that will extend for ten
years. The agreement settled all patent infringement claims between IBM and
the Company. Under the terms of this agreement, IBM transferred ownership of
various IBM patents to the Company and made a balancing payment of $10 million
during 2003. In September 2003, the Company and Texas Instruments Incorporated (TI)
settled their respective patent disputes. As a result of this settlement, the
parties dismissed all claims and suits against each other, and TI agreed to
take a license to three




---



##### Table of Contents



Intergraph patents, which define key aspects of
parallel instruction computing (PIC). The license establishes a royalty rate
to be paid by TI for the use of Intergraphs PIC technology in its TMS320C6000
family of processors. However, pursuant to the terms of the license, TI elected
to prepay the royalty as a one-time, $18 million lump sum payment, which was
received in fourth quarter 2003. Risks and Uncertainties In addition to those described above and in Item 3. Legal Proceedings, the
Company has risks and uncertainties related to its business and operating
environment. See Cautionary Note Regarding Forward-Looking Statements in MD&A
for further discussion of these risks and uncertainties. Employees At December 31, 2003, the Company had approximately 3,700 employees. Of these,
approximately 1,500 were employed outside the United States. The Companys
employees are not subject to collective bargaining agreements, and there have
been no work stoppages due to labor difficulties. Management of the Company
believes its relations with employees to be good. Available Information The Company files reports with the Securities and Exchange Commission (SEC),
including Annual Reports on Form 10-K, quarterly reports on Form 10-Q, and
other reports from time to time. The public may read and copy any materials
filed with the SEC at the SECs Public Reference Room at 450 Fifth Street, NW,
Washington, DC 20549. The public may obtain information about the operation of
the Public Reference Room online at www.sec.gov/info/edgar/prrrules.htm or by
calling the SEC at 1-800-SEC-0330. The Company is an electronic filer, and the
SEC maintains an Internet site at www.sec.gov that contains the Companys
reports, proxy and information statements, and other information filed
electronically. The Companys website address is www.intergraph.com. These
website addresses are provided as inactive textual references only. The
Company makes available free of charge through its website Annual Reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all
amendments to those reports as soon as reasonably practicable after such
material is electronically filed with or furnished to the SEC. The information
provided on the Companys website is not part of this report, and is therefore
not incorporated by reference unless such information is otherwise specifically
referenced elsewhere in this report. 
 ITEM 2. PROPERTIES The Companys Corporate offices and primary product development centers are
located in Huntsville, Alabama. All the Companys business segments have
headquarters located within the Huntsville facilities. The business segments
also maintain sales, support, and research and development facilities
throughout the world. The Company owns approximately 1,400,000 square feet of space in Huntsville, of
which approximately 1,000,000 square feet are utilized for product development,
sales and support, and administration. The remaining 400,000 square feet are
leased or available for lease. The Company also owns approximately 200 acres
of unoccupied land adjacent to its Huntsville facilities. The Company
maintains sales and support locations in major U.S. cities outside of
Huntsville through operating leases. Outside the United States, the Company owns 90,000 square feet of office space
in the United Kingdom. Sales and support facilities are leased in the
Companys other international locations.




---



##### Table of Contents



The Company considers some of its facilities to be in excess of its
requirements, and efforts are underway to lease or sell excess facilities. 
 ITEM 3. LEGAL PROCEEDINGS The Company continues to pursue its patent litigation and licensing efforts.
These matters are subject to known and unknown risks and uncertainties.
Adverse developments with respect to these matters could materially adversely
affect the Companys financial condition, results of operations, or prospects.
See the information appearing under Cautionary Note Regarding Forward-Looking
Statements in MD&A for further discussion of these risks and uncertainties. Intel Litigation:As further described in the Companys Annual Report on Form
10-K for the year ended December 31, 2001, the Company has had ongoing
litigation with Intel Corporation (Intel) since 1997. In April 2002, the
Company and Intel reached an agreement during the course of court-ordered
mediation that settled the Alabama litigation involving the Companys Clipper
memory management patents (Clipper patents). Under the terms of the April
2002 settlement agreement, Intel paid $300 million to the Company in May 2002,
the lawsuit pending in Alabama was dismissed, the companies signed a highly
restricted cross-license agreement, and the Company assigned certain unrelated
patents to Intel. The April 2002 settlement agreement does not require the
Company to take any future actions or make any future payments, and
specifically reserves the Companys right to enforce its Clipper patents
against computer system companies, including customers of Intel. The
settlement also addressed damages for the then pending patent infringement suit
in Texas. The Texas trial was held in July 2002 with final closing arguments in August
2002. On October 10, 2002, the Texas District Court (the District Court)
ruled that Intergraphs PIC patents were valid, enforceable, and infringed by
Intels Itanium and Itanium 2 products. The District Court also ruled that the
Company was entitled to an injunction on the sale, manufacture, and use of
Intels Itanium and Itanium 2 processors. On October 30, 2002, the District
Court entered a Final Judgment and Permanent Injunction against Intel. Based
on the findings of the District Court and the terms of the April 2002
settlement agreement, Intel paid $150 million to the Company in November 2002.
Intel also appealed the District Courts findings to the U.S. Court of Appeals
for the Federal Circuit (the Federal Circuit). The parties appellate argument occurred before a three-judge panel of the
Federal Circuit on December 1, 2003. On February 11, 2004, the Federal Circuit
vacated the District Courts decision and remanded the case back to the
District Court for further findings. The Federal Circuit ruled that the
District Court erred in its construction of the patent claim term pipeline
identifier. In summary, the Federal Circuit concluded that a pipeline
identifier must identify the specificprocessing pipeline  not just a typeof
processing pipeline  to which a computer instruction will be routed. The Company believes that the $150 million payment received in November 2002 is
non-refundable and that its efforts to protect its intellectual property are
consistent with the terms of the April 2002 settlement agreement. The Company
intends to pursue its infringement claims against Intel and its rights under
the April 2002 settlement agreement. On February 23, 2004, the Company filed a
motion requesting the
District Court to set a case management conference. Thereafter, the District
Court set a case management conference for March 17, 2004. The Company recorded the $300 million settlement and the $150 million award
(net of applicable legal fees and other associated litigation costs) as
Intellectual property income (expense), net in the other income (expense)
section of the 2002 consolidated statement of income.




---



##### Table of Contents



Original Equipment Manufacturers (OEM) Litigation:In 1997, the Company
placed a number of computer system vendors on notice that it believed their
products infringed the Clipper system patents. The Company continued to offer
to negotiate a patent license with these system vendors, but such discussions
were suspended as a result of the Companys litigation against Intel. The
Companys lawsuit against Intel was filed in 1997 and settled in April 2002;
however, the Intel settlement agreement did not include licenses for Intels
customers (the system vendors who combined an Intel processor with certain
other non-Intel components). Rather, the Intel settlement agreement expressly
excludes any license regarding the system vendors sale of infringing computer
systems and specifically records the Companys intention to seek payment for
patent licenses from the system vendors. On December 16, 2002, the Company
filed a patent infringement action against Dell Inc. (Dell), Gateway Inc.,
and Hewlett-Packard Co. (HP) (including the former Compaq Computer
Corporation) in the U.S. District Court for the Eastern District of Texas
(OEM case) claiming that products from these computer vendors infringe three
Clipper system patents owned by the Company (U.S. Patent Numbers 4,899,275,
4,933,835, and 5,091,846). These patents relate to computer system memory
management technology. The OEM case seeks unspecified damages for past infringement (including
enhanced damages), a statutory patent injunction, prejudgment interest, costs,
and attorneys fees. The Company delayed serving the defendants with the
lawsuit and engaged each defendant in licensing discussions. These licensing
discussions were not successful, and the defendants were served on April 1,
2003. The case has been set for trial on August 2, 2004. On May 28, 2003, HP filed a patent countersuit against the Company in the
Northern District of California. HP also asked the Texas District Court to
transfer the OEM case to the Northern District of California for consolidation
with HPs countersuit. The Texas court denied HPs motion to transfer the
Texas OEM case to California. HPs countersuit did not specify any accused
infringing products or resulting damages, and was initially dismissed as
legally defective. HP has since filed a corrected amended complaint asserting
four separate patents against a variety of Intergraph products, including
SmartPlant® 3D, IntelliShip, SmartPlant®, SmartSketch, I/Mobile TC, and
IntelliWhere. The Company filed a motion to have HPs California countersuit
transferred to the Northern District of Alabama, which was subsequently denied.
The Company has also filed third-party complaints against Microsoft, BSI, and
Graphic Technologies Inc., adding them as co-defendants to the HP patent
assertions. The Company has not determined what impact, if any, HPs
countersuit may have on the Companys operations and cash flows. The Company
will vigorously defend against HPs countersuit. HP has also filed an amended answer and counterclaim in the OEM case, which
alleges that Intergraphs patent assertions are a violation of the Sherman
Antitrust Act. The Company has filed a motion to dismiss HPs antitrust
counterclaims as a matter of law. The District Court has not yet ruled on
Intergraphs
motion to dismiss. The Company believes HPs antitrust counterclaim to be
without merit, and will vigorously defend the same. On June 21, 2003, Dell filed a counterclaim against Intel Corporation, adding
them as a party to the OEM case. Intel filed a general denial to Dells
counterclaim. Dell also filed a motion to have its Intel implied license
defense tried separately from the infringement case. Dells motion to
bifurcate was subsequently denied. On January 28, 2004, Dell filed a motion for summary judgment alleging that the
Companys Clipper patents system claims were prohibited by patent exhaustion,
as a result of the Companys settlement agreement with Intel. Subsequently, on
February 26, 2004, Gateway filed a similar motion for summary judgment on the
principle of patent exhaustion. The principle of patent exhaustion
prohibits a patent holder from receiving a double recovery for the use of an
invention. Dells and Gateways motions allege that the Company fully
recovered from Intel for their respective use of the Clipper system patents.
The District Court has not ruled on Dells or Gateways motion, and the Company
will vigorously defend against said motions.




---



##### Table of Contents



On February 11, 2004, Intel filed a motion for partial summary judgment
requesting the Court to determine whether computer systems including an Intel
motherboard, chipset, and processor, were excluded from suit pursuant to
Section 4.21 of the parties settlement agreement. The Company has responded
to Intels motion. The District Court has not ruled on Intels motion. Texas Instruments Litigation:On January 30, 2003, the Company filed a patent
infringement action against TI in the U.S. District Court for the Eastern
District of Texas (TI case). The TI case pertained to the Companys PIC
patents, United States Patent Numbers 5,560,028, 5,794,003, and 6,360,313 B1,
and states that such patents are infringed by TIs family of Digital Signal
Processors marketed under the name TMS320C6000. These devices are used as
high-performance embedded controllers in consumer products. Their applications
include audio and video encoders and decoders, broadband solutions, optical
networking, telephony, voice processing, and wireless communications. TI
subsequently asserted counterclaim patents in two separate legal actions. In
September 2003, the Company and TI settled their respective patent disputes.
As a result of this settlement, the parties dismissed all claims and suits
against each other, and TI agreed to take a license to three Intergraph
patents, which define key aspects of PIC. The license established a royalty
rate to be paid by TI for the use of Intergraphs PIC technology in its
TMS320C6000 family of processors. Pursuant to the terms of the license, TI
elected to prepay the royalty as a one-time, $18 million lump sum payment,
which the Company received in fourth quarter 2003. Advanced Micro Devices Litigation:On January 15, 2004, Advanced Micro Devices
(AMD) filed a Declaratory Judgment Act (DJA) patent action against the
Company in the Northern District of California. AMD asserted that the
Companys family of Clipper patents (U.S. Patent Nos. 4,860,192, 4,884,197,
4,899,275, 4,933,835 and 5,091,846) are either invalid, or not infringed by
AMDs microprocessor products. The Company had previously engaged in patent
licensing discussions with AMD without success. AMDs complaint alleges that a
subpoena received from the Companys OEM case led them to believe that they
were going to be sued and that the DJA was filed in response. No monetary
damages are being sought by AMD. BSI Litigation:In December 2002, the Company filed a declaratory judgment
action against BSI in Madison County, Alabama. The action requests the Court
to interpret the parties asset purchase agreement and promissory note, and to
require BSI to specifically perform the repayment of the same. The asset
purchase agreement and note were executed in conjunction with the sale of the
Companys civil, plotting, and raster software product lines to BSI in 2000.
BSI subsequently filed an initial action against the Company in Philadelphia,
Pennsylvania, and thereafter filed a second action in Delaware alleging that
the Company breached certain terms of the asset purchase agreement. BSIs
Pennsylvania action was dismissed in March 2003, and BSIs Delaware action has
effectively been stayed pending the Alabama action. In response, BSI has now
asserted certain counterclaims against the Company in the pending Alabama
action. These counterclaims are substantially the same as those claims
asserted in its Delaware action. As with its prior actions, BSI did not
specify an amount of damages in its Alabama counterclaims. The Company intends
to vigorously pursue its claims against BSI and defend the claims asserted by
BSI. The case is currently set for trial on April 12, 2004. Other Litigation:The Company has other ongoing litigation, none of which is
considered to represent a material contingency for the Company at this time;
however, any unanticipated adverse developments in any of these proceedings
could materially adversely affect the Companys results of operations,
financial condition, or cash flows. 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None.




---



##### Table of Contents



PART II 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information appearing under Dividend Policy and Price Range of Common Stock
in the Intergraph Corporation 2003 Annual Report to Shareholders as amended is
incorporated by reference in this Annual Report on Form 10-K/A. 
 ITEM 6. SELECTED FINANCIAL DATA Five-Year Financial Summary 2003
    
    2002
    
    2001
    
    2000
    
    1999(in thousands except per share amounts)
    
    (Restated)Revenues
    
    $
    526,003
    
    
    $
    501,077
    
    
    $
    532,061
    
    
    $
    690,454
    
    
    $
    914,880Restructuring charges (credits)
    
    
    3,952
    
    
    
    2,106
    
    
    
    (384
    )
    
    
    8,498
    
    
    
    15,596Income (loss) from operations
    
    
    13,368
    
    
    
    14,431
    
    
    
    12,093
    
    
    
    (19,320
    )
    
    
    (53,716
    )Intellectual property income
(expense), net
    
    
    5,784
    
    
    
    434,471
    
    
    
    (4,006
    )
    
    
    (4,321
    )
    
    
    (13,724
    )Gains on sales of assets
    
    
    3,421
    
    
    
    17,214
    
    
    
    11,243
    
    
    
    49,546
    
    
    
    13,223Income (loss) from continuing
operations
    
    
    22,288
    
    
    
    377,752
    
    
    
    19,942
    
    
    
    10,095
    
    
    
    (78,561
    )Discontinued operation(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,984Net income (loss)
    
    
    22,288
    
    
    
    377,752
    
    
    
    19,942
    
    
    
    10,095
    
    
    
    (71,577
    )Net income (loss) from continuing
operations per share:Diluted
    
    
    0.49
    
    
    
    7.87
    
    
    
    0.40
    
    
    
    0.20
    
    
    
    (1.60
    )Basic
    
    
    0.47
    
    
    
    7.47
    
    
    
    0.39
    
    
    
    0.20
    
    
    
    (1.60
    )Net income (loss) per share:Basic
    
    
    0.49
    
    
    
    7.87
    
    
    
    0.40
    
    
    
    0.20
    
    
    
    (1.46
    )Diluted
    
    
    0.47
    
    
    
    7.47
    
    
    
    0.39
    
    
    
    0.20
    
    
    
    (1.46
    )Working capital
    
    
    290,330
    
    
    
    520,728
    
    
    
    177,638
    
    
    
    184,051
    
    
    
    168,307Total assets
    
    
    572,443
    
    
    
    835,640
    
    
    
    458,010
    
    
    
    514,908
    
    
    
    584,944Total debt
    
    
    
    
    
    
    169
    
    
    
    3,733
    
    
    
    31,030
    
    
    
    62,926Repurchase of treasury stock(2)
    
    
    292,534
    
    
    
    83,588
    
    
    
    1,875
    
    
    
    
    
    
    
    Shareholders Equity
    
    
    378,935
    
    
    
    621,710
    
    
    
    295,213
    
    
    
    278,000
    
    
    
    276,700
 (1) In 1999, the Company sold its VeriBest, Inc. business segment to Mentor Graphics Corporation. The 1999 amount includes the gain on the sale of discontinued
operations. See Note 4 of Notes to Consolidated Financial Statements contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2001,
for a complete discussion of this transaction and its impact on the Companys results of operations and financial position. (2) Includes cash payments and accrued expenses for shares acquired under the 2003 modified Dutch auction tender offer and the Companys stock repurchase plan.




---



##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information appearing under Managements Discussion and Analysis of
Financial Condition and Results of Operations in the Intergraph Corporation
2003 Annual Report to Shareholders as amended is incorporated by reference in
this Annual Report on Form 10-K/A. 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information relating to the Companys market risks appearing under
Liquidity and Capital Resources and Impact of Currency Fluctuations and
Currency Risk in Managements Discussion and Analysis of Financial Condition
and Results of Operations in the Intergraph Corporation 2003 Annual Report to
Shareholders as amended is incorporated by reference in this Annual Report on
Form 10-K/A. 
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements and report of independent auditors in the
Intergraph Corporation 2003 Annual Report to Shareholders as amended are
incorporated by reference in this Annual Report on Form 10-K/A. 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 
 ITEM 9A. CONTROLS AND PROCEDURES Evaluation Of Disclosure Controls And Procedures The Company maintains disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934,
as amended, (the Exchange Act), that are designed to ensure that information
required to be disclosed in the reports that the Company files or submits under
the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in the SECs rules and forms and that such information
is accumulated and communicated to the Companys management, including its CEO
and CFO, as appropriate, to allow timely decisions regarding required
disclosure. R. Halsey Wise, CEO, and Larry J. Laster, CFO, conducted an
evaluation of the effectiveness of Intergraphs disclosure controls and
procedures as of December 31,
2003. Based upon their evaluation, they found the Companys disclosure controls
and procedures were adequate to ensure that information required to be
disclosed in the reports that Intergraph files and submits under the Exchange
Act is recorded, processed, summarized and reported as and when required, and
that information required to be disclosed is accumulated and communicated to
them as appropriate to allow timely decisions regarding required disclosure.




---



##### Table of Contents



As described in Note 20 of Notes to Consolidated Financial Statements
referenced in Part IIItem 8 of this Form 10-K/A, subsequent to the issuance of
Intergraphs consolidated financial statements for the year ended December 31,
2003, management determined that it was appropriate to restate the consolidated
financial statements for the year ended December 31, 2003, to defer recorded
revenues and recognize them in periods subsequent to December 31, 2003. Due to the matters identified, the CEO and CFO, with the participation of other
management, re-evaluated the effectiveness of disclosure controls and
procedures as of the end of the period covered by this report. As part of the
disclosure controls and procedures over the selection and application of
accounting principles, in particular software revenue recognition under SOP
97-2, the Companys accounting officers independently reviewed SOP 97-2
together with other accounting literature and consulted with the Companys
Independent Registered Public Accounting regarding certain revenue recognition and accounting
developments. Based on the re-evaluation of the effectiveness of the disclosure controls and
procedures by our CEO and CFO, they concluded that, as of the end of the period
covered by this report, there was a material weakness in the controls and
procedures used to identify and determine the appropriate accounting for the
matter that was the subject of the restatement. Specifically, the controls and
procedures did not result in proper recognition of revenue related to the EAP
program. The Company has taken steps to strengthen further the Companys control
processes and procedures to identify, rectify and prevent the recurrence of the
circumstances that resulted in the determination that it was appropriate to
restate prior period financial statements. The Company has taken the following
steps, among others:  
    
    Establishing procedures to perform an on-going analysis of the
appropriate accounting for new products, marketing programs and
promotions to ensure proper revenue recognition with respect to such
matters;
    
    Establishing procedures to document the review of transactions
involving maintenance, discounts, and specified upgrades prior to
recognizing revenue with respect to such transactions, and requiring
that the related documentation be reviewed and approved by one or more
specified accounting personnel prior to recording revenue.
    
    Establishing procedures requiring certain documentation, together with
Corporate Controller written approval, of all programs involving any
no-cost product or service or specified product upgrade.
    
    Supplementing the Companys existing revenue recognition policies and
procedures to clarify certain complex areas, including software
revenue recognition, to promote a broader understanding of the
applicable policies among Company personnel. The Company believes these changes to internal controls and disclosure controls
and procedures will be adequate to provide reasonable assurance that the
objectives of these control systems will be met. However, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues, if any, within the Company
have been detected. Changes in Internal Control Over Financial Reporting There were no changes in the Companys internal control over financial
reporting during the fourth quarter 2003 that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over
financial reporting.




---



##### Table of Contents



PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information appearing under Election of Directors and Section 16(a)
Beneficial Ownership Reporting Compliance of the Intergraph Corporation proxy
statement relative to the annual meeting of shareholders to be held May 13,
2004, is incorporated herein by reference. Directors are elected for terms of
one year at the annual meeting of the Companys shareholders. EXECUTIVE OFFICERS OF THE COMPANY Certain information with respect to the executive officers of the Company is
set forth below. Officers serve at the discretion of the Board. Name
    
    Age
    
    Position
    
    Officer SinceR. Halsey Wise
    
    
    38
    
    
    President, Chief Executive Officer, and Director
    
    
    2003Larry J. Laster
    
    
    52
    
    
    Executive Vice President, Chief Financial
Officer, and Director
    
    
    1987*R. Reid French, Jr.
    
    
    32
    
    
    Executive Vice President of Strategic Planning
and Corporate Development
    
    
    2003Roger O. Coupland
    
    
    57
    
    
    President, IPS
    
    
    1991Preetha R. Pulusani
    
    
    44
    
    
    President, IMGS
    
    
    1997Gerhard Sallinger
    
    
    51
    
    
    President, PPO
    
    
    2001William E. Salter
    
    
    62
    
    
    President, ISG
    
    
    1984David Vance Lucas
    
    
    42
    
    
    Vice President, Secretary, and General Counsel
    
    
    2000Charlotte S. Thompson
    
    
    42
    
    
    Vice President and Chief Accounting Officer
    
    
    2002Eugene H. Wrobel
    
    
    61
    
    
    Vice President and Treasurer
    
    
    1998
   *
    
    Except for the period from February 1998 through August 2001 R. Halsey Wise joined the Company in July 2003 as President and CEO and was
elected to the Board at that time in accordance with the Articles of
Incorporation and Bylaws of the Company. Prior to joining Intergraph, he
served as CEO, North America of Solution 6 Holdings, Ltd., the largest software
company in Australia. Prior to that, Mr. Wise was President and COO of
Computer Management Sciences, Inc., an information technology services company
that was later acquired by Computer Associates International. At Computer
Associates, he was General Manager, North America for Global Professional
Services. Prior to that, Mr. Wise was an investment banker specializing in
software and technology services with The Robinson-Humphrey Company. Mr. Wise
holds a Masters degree in finance and marketing from the J.L. Kellogg Graduate
School of Management at Northwestern University and a B.A. degree in History
from the University of Virginia. Larry J. Laster joined the Company in 1981 and served as Executive Vice
President and CFO from February 1987 through February 1998, at which time he
resigned from the Company to serve as CFO of a privately owned company
specializing in the development, sale, and support of business systems for the
petroleum distribution and convenience store industries. He rejoined the
Company in June 1998 as CFO of IPS. In September 2001, Mr. Laster was elected
Executive Vice President and CFO of Intergraph Corporation. Mr. Laster holds a
bachelors degree in accounting.




---



##### Table of Contents



R. Reid French, Jr. joined the Company in September 2003 as EVP of Strategic
Planning and Corporate Development. Prior to joining Intergraph, Mr. French
served as Chief Operating Officer, North America for Solution 6 Group, Ltd.,
Australias largest software company, directing all regional operations
including sales & marketing, product development, services and support. Prior
to Solution 6, Mr. French served as a strategic planner in the Business
Planning & Development group for Walt Disney World, a business unit of The Walt
Disney Company. Prior to Disney, Mr. French worked in investment banking with
The Robinson-Humphrey Company, managing various transactions within the
technology sector. Mr. French began his career as a Fellow of the Thomas J.
Watson Foundation. Mr. French holds an MBA degree from the Harvard Business
School, where he was a Baker Scholar. He also holds a BA degree in Economics
from Davidson College, where he was Valedictorian. Dr. Roger O. Coupland joined the Company in 1983 as project manager for the
Australian Army AUTOMAP 2 project. Since that time, he has served as manager
of the Companys Mapping and Utilities division and subsequently as the
Companys Federal Sales Director. Dr. Coupland was elected Vice President of
Intergraph Corporation in 1991, with responsibility for the Companys Dispatch
Management division. In January 2001, he was elected Executive Vice President
of Intergraph Corporation. He currently serves as President of IPS. Dr.
Coupland holds a First Class Honors degree in Physics and a Ph.D. in
Theoretical Physics from The University of Nottingham, England. Preetha R. Pulusani joined the Company in 1980 as a software engineer, and
since that time has held several positions in the areas of marketing and
development of mapping technology for the Company. She was elected Vice
President in 1997 and has served as Executive Vice President, with
responsibility for the Mapping and Geographic Information Systems business of
Intergraph, since August 1998. Ms. Pulusani was appointed President of IMGS in
November 2001. As of October 2002, this business segment includes the Mapping
and GIS, Utilities and Communications, and Z/I Imaging divisions. Ms. Pulusani
holds a masters degree in computer science. Gerhard Sallinger joined the Company in 1985 as a district sales manager in
Germany and since then held several positions in the area of sales management.
He was elected Vice President Europe of PPO in 1999 and Executive Vice
President Sales and Marketing of PPO worldwide in 2001. Mr. Sallinger was
appointed President of PPO in October 2001. Mr. Sallinger holds a degree in
chemical engineering. Dr. William E. Salter joined the Company in April 1973. Since that time, he
has served in several managerial positions in the Companys Federal Systems
business and as Director of Marketing Communications. Dr. Salter was elected
Vice President in August 1984 and is currently an Executive Vice President of
the Company and President of ISG. He holds a doctorate in electrical
engineering. David Vance Lucas joined the Company in 1994 as staff attorney responsible for
corporate, commercial, and intellectual property representation. He was
promoted to Senior Counsel in 1997, elected Vice President and General Counsel
in 2000, and elected Secretary in 2002. Mr. Lucas continues to represent the
Company in the areas noted above, in addition to managing the Companys
litigation. Prior to joining the Company, Mr. Lucas was a partner with the law
firm of Johnson, Johnson & Moore. He is admitted to practice before the United
States Supreme Court, United States Court of Appeals for the Federal Circuit
and the Eleventh Circuit, as well as both Federal and State Courts in Alabama
and Texas. Mr. Lucas holds a bachelors degree in corporate finance and
economics and a juris doctor in law. Charlotte S. Thompson joined the Company in March 2001 as CFO of PPO and was
appointed Vice President and Chief Accounting Officer of the Company in
November 2002. Before joining Intergraph, Ms. Thompson served as Vice
President and Controller of NuVox Communications, a telecommunications company,
from September 1999 to February 2001 and as Assistant Vice President and
Controller of Ace Cash Express, Inc., a publicly traded retail check cashing
company, from December 1996 to




---



##### Table of Contents



September 1999. Prior to that, Ms. Thompson
worked in public accounting with PricewaterhouseCoopers LLP for eight years.
She holds a masters degree in business administration and a bachelors degree
in accounting, and is a certified public accountant, certified management
accountant, and certified internal auditor. Eugene H. Wrobel joined the Company in 1982 as Finance Director for Europe. He
returned to the United States in August 1985 as Director of International
Finance, and in January 1990 was appointed Director of Business Operations for
the Americas (the United States, Canada, and Latin America). He transferred
into the Treasury Department in April 1998 and was elected Vice President and
Treasurer in November 1998. Before joining Intergraph, Mr. Wrobel was Vice
President and Controller for DYATRON, a publicly traded computer services
company, and prior to that he worked in public accounting for six years. He
holds a bachelors degree in accounting and is a certified public accountant. CODE OF BUSINESS CONDUCT AND ETHICS The Company has adopted a code of business conduct and ethics for its
employees, including its CEO, CFO, and other executives. A copy of this code
is included as Exhibit 14 with this Annual Report on Form 10-K/A, and is
available on the Investor Relations section of the Companys website at
www.intergraph.com. The Company intends to post amendments to or waivers from
its code of business conduct and ethics at this location on its website. AUDIT COMMITTEE FINANCIAL EXPERT The information appearing under Board Committees and Attendance in the
Intergraph Corporation proxy statement relative to the annual meeting of
shareholders to be held May 13, 2004, is incorporated herein by reference. 
 ITEM 11. EXECUTIVE COMPENSATION The information appearing under Executive Compensation in the Intergraph
Corporation proxy statement relative to the annual meeting of shareholders to
be held May 13, 2004, is incorporated herein by reference. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information appearing under Common Stock Outstanding and Principal
Shareholders in the Intergraph Corporation proxy statement relative to the
annual meeting of shareholders to be held May 13, 2004, is incorporated herein
by reference. Equity Compensation Plan Information Information regarding the Companys equity compensation plans approved by
shareholders as of December 31, 2003, is summarized below. The Company has no
equity compensation plans not previously approved by shareholders.




---



##### Table of Contents



Number of securities remainingNumber of securities to be
    
    Weighted-average
    
    available for future issuanceissued upon exercise of
    
    exercise price of out-
    
    under equity compensation plansoutstanding options,
    
    standing options,
    
    (excluding securities reflected inPlan Category
    
    warrants and rights
    
    warrants and rights
    
    column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved bysecurity holders
    
    
    2,737,022
    
    
    $
    9.17
    
    
    
    1,712,000Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,737,022
    
    
    
    
    
    
    
    1,712,000
 For additional information regarding the Companys equity compensation plans,
see Note 12 of Notes to Consolidated Financial Statements. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information appearing under Certain Relationships and Related Transactions
in the Intergraph Corporation proxy statement relative to the annual meeting of
shareholders to be held May 13, 2004, is incorporated herein by reference. 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information appearing under Ratification of Appointment of Auditors in the
Intergraph Corporation proxy statement relative to the annual meeting of
shareholders to be held May 13, 2004, is incorporated herein by reference. 
 PART IV 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K Page inAnnual Report*(a)
    
    1)
    
    The following consolidated financial statements of Intergraph Corporation and
subsidiaries and the report of independent auditors thereon are incorporated by
reference from the Intergraph Corporation 2003 Annual Report to Shareholders as
amended:Consolidated Balance Sheets at December 31, 2003, and 2002
    
    50Consolidated Statements of Income for the three years ended December 31, 2003
    
    51Consolidated Statements of Cash Flows for the three years ended December 31, 2003
    
    52




---



##### Table of Contents



Page inAnnual Report*Consolidated Statements of Shareholders' Equity for the three years ended December 31, 2003
    
    53Notes to Consolidated Financial Statements
    
    54-82Report of Independent Registered Public Accounting Firm
    
    83
  *
    
    Incorporated by reference from the indicated pages of the 2003 Annual Report to Shareholders as amended. Page inForm 10-K/A2)
    Financial Statement Schedule:Schedule II - Valuation and Qualifying Accounts and Reserves for the three years ended December 31, 2003
    
    21
 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.  3)
    
    
    Exhibits Number
    
    Description3(a)
    
    Electronically Restated Certificate of Incorporation (1)3(b)
    
    Amended and Restated Bylaws (2)4
    
    Amended and Restated Rights Agreement, dated March 5, 2002, between Intergraph
Corporation and Computershare Investor Services, LLC (3)10(a)
    
    Settlement, Sale of Technology and License Agreement, dated April 4, 2002, by and
among Intergraph Corporation, Intergraph Hardware Corporation and Intel Corporation
(4) (11)10(c) *
    
    Intergraph Corporation 1997 Stock Option Plan (7) and amendment dated January 11, 1999
(8)10(d)
    
    Form of Indemnification Agreement between Intergraph Corporation and each executive
officer and each member of the Board of Directors of the Company (2)10(e) *
    
    Intergraph Corporation Nonemployee Director Stock Option Plan (9)10(g) *
    
    Employment Contract of R. Halsey Wise dated June 12, 2003, as amended10(h) *
    
    Employment Contract of Graeme J. Farrell dated July 1, 2003 (13)10(i) *
    
    Employment Agreement with R. Reid French, Jr. dated September 16, 2003 (14)10(l) *
    
    Intergraph Corporation Amended and Restated 2002 Stock Option Plan (10)10(m) *
    
    Employment Contract dated October 24, 1985, of Gerhard Sallinger (5)




---



##### Table of Contents



Number
    
    Description10(n) *
    
    Employment Agreement of Dr. Terry Keating dated October 1, 2002 (6)10(o)(i)
    
    Agreement to Resolve Patent Infringement Claims by and between Intergraph Corporation
and International Business Machines Corporation dated January 30, 2003 (12)10(o)(ii)
    
    Patent Cross License Agreement by and between Intergraph Corporation and International
Business Machines Corporation dated January 30, 2003 (11) (12)10(p)
    
    Texas Instruments Patent Litigation Settlement and License Agreement dated September
9, 2003 (14)13
    
    Portions of the Intergraph Corporation 2003 Annual Report to Shareholders as amended
incorporated by reference in this Form 10-K/A Annual Report14
    
    Code of Business Conduct and Ethics21
    
    Subsidiaries of the Company23
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by R. Halsey
Wise dated November 8, 200431.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Larry J.
Laster dated November 8, 200432.1
    
    Certification pursuant to 18 U.S.C. Section 1350 by R. Halsey Wise dated November 8,
200432.2
    
    Certification pursuant to 18 U.S.C. Section 1350 by Larry J. Laster dated November 8,
2004
  *
    
    Denotes management contract or compensatory plan, contract, or
arrangement required to be filed as an Exhibit to this Form 10-K/A  (1)
    
    Incorporated by reference to exhibits
filed with the Companys Form 8-A12G/A
filed on October 29, 2002, under the
Securities Exchange Act of 1934, File
No. 0-9722.(2)
    
    Incorporated by reference to exhibits
filed with the Companys Current Report
on Form 8-K dated April 8, 2002, under
the Securities Exchange Act of 1934,
File No. 0-9722.(3)
    
    Incorporated by reference to exhibits
filed with the Companys Current Report
on Form 8-K dated March 8, 2002, under
the Securities Exchange Act of 1934,
File No. 0-9722.(4)
    
    Incorporated by reference to exhibits
filed with the Companys Current Report
on Form 8-K/A dated April 30, 2002,
under the Securities Exchange Act of
1934, File No. 0-9722.(5)
    
    Incorporated by reference to exhibits
filed with the Companys Annual Report
on Form 10-K for the year ended
December 31, 2001, under the Securities
Exchange Act of 1934, File No. 0-9722.




---



##### Table of Contents



(6)
    
    Incorporated by reference to exhibits
filed with the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2002, under the
Securities Exchange Act of 1934, File
No. 0-9722.(7)
    
    Incorporated by reference to exhibits
filed with the Companys Annual Report
on Form 10-K for the year ended
December 31, 1996, under the Securities
Exchange Act of 1934, File No. 0-9722.(8)
    
    Incorporated by reference to exhibit
filed with the Companys Registration
Statement on Form S-8 dated May 24,
1999, under the Securities Exchange Act
of 1933, File No. 333-79137.(9)
    
    Incorporated by reference to exhibits
filed with the Companys Annual Report
on Form 10-K for the year ended
December 31, 1997, under the Securities
Exchange Act of 1934, File No. 0-9722.(10)
    
    Incorporated by reference to exhibits
filed with the Companys Quarterly
Report on Form 10-Q for the quarter
ended June 30, 2002, under the
Securities Exchange Act of 1934, File
No. 0-9722.(11)
    
    Certain information has been omitted
and filed separately with the
Securities and Exchange Commission.
Confidential treatment has been
requested with respect to the omitted
portions.(12)
    
    Incorporated by reference to exhibits
filed with the Companys Annual Report
on Form 10-K for the year ended
December 31, 2002, under the Securities
Exchange Act of 1934, File No. 0-9722.(13)
    
    Incorporated by reference to exhibits
filed with the Companys Quarterly
Report on Form 10-Q for the quarter
ended June 30, 2003, under the
Securities Exchange Act of 1934, File
No. 0-9722.(14)
    
    Incorporated by reference to exhibits
filed with the Companys Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2003, under the
Securities Exchange Act of 1934, File
No. 0-9722.  (b)
    
    Reports on Form 8-K:  
    
    Form 8-K dated October 30, 2003, reporting the Companys third quarter earnings  (c)
    
    Exhibits  the response to this portion of Item 15 is submitted as a separate section of this report.(d)
    
    Financial statements of 50%-or-less-owned companies have been omitted because the registrants proportionate share of income
before income taxes of the companies is less than 20% of consolidated income before income taxes, and the investments in and
advances to the companies are less than 20% of consolidated total assets.




---



##### Table of Contents



Information contained in this Annual Report on Form 10-K/A includes statements
that are forward-looking as defined in Section 21E of the Securities Exchange
Act of 1934. Actual results could differ materially from those projected in
the forward-looking statements. Information concerning factors that could
cause actual results to differ materially from those in the forward-looking
statements is contained in the Managements Discussion and Analysis of
Financial Condition and Results of Operations section of the Companys 2003
Annual Report to Shareholders as amended, portions of which are incorporated by
reference in this Annual Report on Form 10-K/A. 
 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. INTERGRAPH CORPORATIONBy: /s/ R. Halsey WiseR. Halsey Wise
President, Chief Executive Officer, and Director
    
    Date: November 8, 2004
 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
registrant and in the capacities and on the dates indicated. Date/s/ Sidney L. McDonald
    
    Chairman of the Board and Director
    
    November 8, 2004Sidney L. McDonald/s/ R. Halsey Wise
    
    President, Chief Executive Officer, and Director
    
    November 8, 2004R. Halsey Wise/s/ Larry J. Laster
    
    Executive Vice President, Chief
FinancialOfficer, and Director (Principal Financial and Accounting Officer)
    
    November 8, 2004Larry J. Laster/s/ Lawrence R. Greenwood
    
    Director
    
    November 8, 2004Lawrence R. Greenwood/s/ Thomas J. Lee
    
    Director
    
    November 8, 2004Thomas J. Lee/s/ Linda L. Green
    
    Director
    
    November 8, 2004Linda L. Green/s/ Richard W. Cardin
    
    Director
    
    November 8, 2004Richard W. Cardin/s/ Michael D. Bills
    
    Director
    
    November 8, 2004Michael D. Bills




---



##### Table of Contents



INTERGRAPH CORPORATION AND SUBSIDIARIES
SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES Balance
    
    Additionsat
    
    charged to
    
    
    
    
    
    Balance atbeginning
    
    costs and
    
    
    
    
    
    end ofDescription
    
    

    
    
    
    of period
    
    expenses
    
    Deductions
    
    period(in thousands)Allowance for doubtful accounts
    
    
    2003
    
    
    $
    15,436
    
    
    $
    2,662
    
    
    $
    4,285
    (1)
    
    $
    13,813deducted from accounts receivable
    
    
    2002
    
    
    $
    12,976
    
    
    $
    3,851
    
    
    $
    1,391
    (1)
    
    $
    15,436in the balance sheet
    
    
    2001
    
    
    $
    18,169
    
    
    $
    1,348
    
    
    $
    6,541
    (1)
    
    $
    12,976Allowance for obsolete inventory
    
    
    2003
    
    
    $
    16,306
    
    
    $
    3,621
    
    
    $
    9,231
    (2)
    
    $
    10,696deducted from inventories
    
    
    2002
    
    
    $
    18,506
    
    
    $
    1,224
    
    
    $
    3,424
    (2)
    
    $
    16,306in the balance sheet
    
    
    2001
    
    
    $
    28,556
    
    
    $
    2,375
    
    
    $
    12,425
    (2)
    
    $
    18,506
  (1)
    
    Uncollectible accounts written off, net of recoveries(2)
    
    Obsolete inventories reduced to net realizable value