UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
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Filed by the
Registrant:
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X
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Filed by a
Party other than the Registrant:
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Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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X
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Caterpillar
Inc.
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(Name of
Registrant as Specified In Its Charter)
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(Name of
Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of
Filing Fee (Check the appropriate box):
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X
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No fee
required.
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Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title of each
class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per unit price
or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth
the amount on
which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total fee
paid:
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Fee paid
previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which | ||||
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the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or
Schedule and
the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form, Schedule
or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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§
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Elect
directors.
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§
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Ratify Independent Registered
Public Accounting Firm.
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§
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Act on stockholder proposals, if
properly presented.
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§
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Conduct any other business
properly brought before the
meeting.
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Sincerely
yours,
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James W. Owens
Chairman
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Table of
Contents
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§
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Internet – Access the
Internet and go to www.eproxyaccess.com/cat.
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§
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Telephone – Call us free
of charge at 1-866-580-7648 from within the United States or
Canada.
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§
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E-mail – Send us an
e-mail at cat@eproxyaccess.com,
using the control number on the card as the subject line, and state
whether you wish to receive a paper or e-mail copy of the proxy materials
and whether your request is for this meeting only or all future
meetings.
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Q:
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Why am I receiving this proxy
statement?
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A:
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You have received these proxy
materials because Caterpillar’s board of directors (board) is soliciting
your proxy to vote your shares at the annual meeting. This
proxy statement includes information that we are required to provide to
you under SEC rules and is designed to assist you in voting your
shares.
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Q:
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What is e-proxy and why did
Caterpillar choose to use it this year?
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A:
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New rules adopted by the SEC in
2007 allow companies to choose the method for delivery of proxy materials
to stockholders. For most stockholders, we have elected to mail a notice
regarding the availability of proxy materials rather than sending a full
set of these materials in the mail. We believe utilizing the
notice method of delivery under the e-proxy rules will expedite receipt of
proxy materials by our stockholders and lower the costs and reduce the
environmental impact of our annual
meeting.
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Q:
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Who can attend the annual meeting
of stockholders?
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A:
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Anyone wishing to attend the
annual meeting must have an admission ticket issued in his or her
name. Admission is limited
to:
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§
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Stockholders of record on April
14, 2008 and one immediate family member guest.
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§
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Authorized proxy holder of a
stockholder of record.
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§
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Authorized representative of a
stockholder of record who has been designated to present a stockholder
proposal.
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You must provide evidence of your
ownership of shares with your ticket request. The specific
requirements for obtaining an admission ticket are specified in the
“Admission &
Ticket Request Procedure” on page 52.
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Q:
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What is a stockholder of
record?
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A:
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A stockholder of record or
registered stockholder is a stockholder whose ownership of Caterpillar
stock is reflected directly on the books and records of our transfer
agent, BNY Mellon Shareowner Services (transfer agent). If you
hold stock through a bank, broker or other intermediary, you hold your
shares in street name and are not a stockholder of record. For shares held
in street name, the record owner of the shares is your bank, broker or
other intermediary. Caterpillar only has access to ownership
records for the registered shares. So, if you are not a
registered stockholder, the company needs additional documentation to
evidence your stock ownership as of the record date – such as a copy of
your brokerage account statement, a letter from your broker, bank or other
nominee or a copy of your voting instruction
card.
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Q:
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When is the record date and who is
entitled to vote?
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A:
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The board set April 14, 2008 as
the record date for the 2008 annual meeting. Holders of
Caterpillar common stock on that date are entitled to one vote per
share. As of April 14, 2008, there were
615,133,255 shares of Caterpillar common
stock outstanding.
A list of all registered holders
will be available for examination by stockholders during normal business
hours at 100 NE Adams Street, Peoria, Illinois 61629, at least ten days
prior to the annual meeting and will also be available for examination at
the annual meeting.
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Q:
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How do I
vote?
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A:
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You may vote
by any of the following methods:
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§
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In
person – stockholders
of record who obtain an admission ticket (following the specified
procedure) and attend the meeting will receive a ballot for
voting.
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§
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By
mail –
using the proxy
and/or voting instruction card provided.
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§
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By phone or
via the Internet – following the instructions on your notice card,
proxy and/or voting instruction card or e-mail
notice.
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If you vote by phone or via the
Internet, please have your notice card or proxy and/or voting instruction
card available. The control number appearing on your card is
necessary to process your vote. A phone or Internet vote
authorizes the named proxies in the same manner as if you marked, signed
and returned the card by
mail.
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Q:
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How can I authorize someone else
to attend the meeting or vote for me?
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A:
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Stockholders of record can
authorize someone
other than the individual(s) named on the proxy and/or voting instruction
card to vote on their behalf by crossing out the individual(s) named on
the card and inserting the name of the individual being authorized or by
providing a written authorization to the individual being authorized to
attend or vote.
Street name holders can contact
their broker to obtain documentation with authorization to attend or vote
at the meeting.
To obtain an admission ticket for
an authorized proxy representative, see the requirements specified in the
“Admission & Ticket Request Procedure” on page 52.
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Q:
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How can I change or revoke my
vote?
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A:
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For
stockholders of record: You may change or revoke your
vote by submitting a written notice of revocation to Caterpillar Inc. c/o
the Corporate Secretary at 100 NE Adams Street, Peoria,
Illinois 61629 or by submitting another vote on or before June 11,
2008 (including a vote via the Internet or by telephone). For
all methods of voting, the last vote cast will supersede all previous
votes.
For holders in
street name: You may
change or revoke your voting instructions by following the specific
directions provided to you by your bank or
broker.
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Q:
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Is my vote
confidential?
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A:
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Yes. Proxy cards, ballots and
Internet or telephone votes that identify stockholders are kept
confidential. There are exceptions for contested proxy solicitations or
when necessary to meet legal requirements. Innisfree M&A,
the independent proxy tabulator used by Caterpillar, counts the votes and
acts as the inspector of election for the annual
meeting.
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Q:
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What is the quorum for the
meeting?
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A:
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A quorum of stockholders is
necessary to hold a valid meeting. For Caterpillar, at least
one-third of all stockholders must be present in person or by proxy at the
annual meeting to constitute a quorum. Abstentions and broker
non-votes are counted as present for establishing a quorum. A
broker non-vote occurs when a nominee holding shares for a beneficial
owner does not vote on a particular proposal because the nominee does not
have discretionary voting power with respect to that item and has not
received instructions from the beneficial
owner.
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Q:
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What vote is necessary for action
to be taken on proposals?
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A:
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Directors are elected by a
plurality vote of the shares present at the meeting, meaning that director
nominees with the most affirmative votes are elected to fill the available
seats. All other actions require an affirmative vote of the
majority of shares present or represented at the
meeting. Abstentions and broker non-votes have the effect of a
vote against matters other than director elections.
Votes submitted by mail, telephone
or Internet will be voted by the individuals named on the card or notice
(or the individual properly authorized) in the manner
indicated. If you do not specify how you want your shares
voted, they will be voted in accordance with management’s
recommendations. If you hold shares in more than one account,
you must vote each proxy and/or voting instruction card you receive to
ensure that all shares you own are
voted.
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Q:
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When are stockholder proposals due
for the 2009 annual meeting?
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A:
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To be considered for inclusion in
the 2009 proxy statement, stockholder proposals must be received in
writing no later than January 2, 2009. Stockholder
proposals should be sent to Caterpillar Inc. by mail c/o the Corporate
Secretary at 100 NE Adams Street, Peoria, Illinois
61629.
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Q:
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What does it mean if I receive
more than one proxy card?
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A:
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Whenever possible, registered
shares and plan shares for multiple accounts with the same registration
will be combined into the same card. Shares with different
registrations cannot be combined and as a result, the
stockholder may receive more than one proxy card. For example,
registered shares held individually by John Smith will not be combined on
the same proxy card as registered shares held jointly by John Smith and
his wife.
Street shares are not combined
with registered or plan shares and may result in the stockholder receiving
more than one proxy card. For
example, street shares held by a broker for John Smith will not be
combined with registered shares for John Smith.
If you hold shares in more than one
account, you must vote for each notice, proxy and/or voting instruction
card or e-mail notification you receive that has a unique control number
to ensure that all shares you own are voted.
If you receive more than one
card for accounts
that you believe could be combined because the registration is the same,
contact our stock transfer agent (for registered shares) or your broker
(for street shares) to request that the accounts be combined for future
mailings.
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Q:
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Who pays for the solicitation of
proxies?
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A:
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Caterpillar pays the cost of
soliciting proxies. Proxies will be solicited on behalf of the
board of directors. This solicitation is being made by mail,
but also may be made by telephone or in person. We have hired
Innisfree M&A Incorporated for $15,000, plus out-of-pocket expenses,
to assist in the solicitation. We will reimburse brokerage
firms and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses for sending proxy materials to stockholders and
obtaining their votes.
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Q:
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Are there any matters to be voted
on at the meeting that are not included in this proxy
statement?
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A:
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We do not know of any matters to
be acted upon at the meeting other than those discussed in this proxy
statement. If any other matter is properly presented, proxy
holders will vote on the matter in their discretion.
Under Caterpillar bylaws, a
stockholder may bring a matter to vote at the annual meeting by giving
adequate notice to Caterpillar Inc. by mail c/o the Corporate Secretary at
100 NE Adams Street, Peoria, Illinois 61629. To qualify as
adequate, the notice must contain information specified in our bylaws and
be received by us not less than 45 days nor more than 90 days prior to the
annual meeting. However, if less than 60 days notice of the
annual meeting date is given to stockholders, notice of a matter to be
brought before the annual meeting may be provided to us up to the
15th day following the date the notice
of the annual meeting was
provided.
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Q:
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Can I submit a question in advance
of the annual meeting?
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A:
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Stockholders wishing to submit a
question for consideration in advance of the annual meeting may do so by
sending an e-mail to the Corporate Secretary at Directors@CAT.com or by mail to Caterpillar Inc.
c/o the Corporate Secretary at 100 NE Adams Street, Peoria, Illinois
61629. At the annual meeting, the chairman will alternate
taking live questions with questions submitted in
advance.
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Class I – Directors
nominated for election this
year
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§
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W.
FRANK BLOUNT,
69, Chairman and CEO
of JI Ventures, Inc. (venture capital). Other directorships:
Alcatel-Lucent S.A.; Entergy Corporation; and KBR, Inc. Mr.
Blount has been a director of the company since
1995.
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§
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JOHN
R. BRAZIL, 62,
President of Trinity University (San Antonio, Texas). Dr.
Brazil has been a director of the company since
1998.
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§
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EUGENE
V. FIFE, 67, Managing
Principal of Vawter Capital LLC (private investment). Mr. Fife
served as the interim CEO and President of Eclipsys Corporation
(healthcare information services) from April to November of
2005. He currently serves as the non-executive Chairman of
Eclipsys Corporation. Mr. Fife has been a director of the
company since 2002.
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§
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GAIL
D. FOSLER, 60, President and Trustee of The
Conference Board (research and business membership). Prior to
her current position, Ms. Fosler served as Chief Economist, Executive Vice
President and Senior Vice President of The Conference
Board. Other directorship: Baxter International
Inc. Ms. Fosler has been a director of the company since
2003.
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§
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PETER
A. MAGOWAN, 66, President and
Managing General Partner of the San Francisco Giants (major league
baseball team). Mr. Magowan has been a director of the company
since 1993.
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Class II – Directors
with terms expiring in
2009
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§
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DANIEL
M. DICKINSON, 46, Managing Partner of Thayer
Capital Partners (private equity investment). Other
directorship: BFI Canada Income Fund. Mr. Dickinson
has been a director of the company since
2006.
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§
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DAVID
R. GOODE, 67, former
Chairman, President and CEO of Norfolk Southern Corporation (holding
company engaged principally in surface transportation). Other
directorships: Delta Air Lines, Inc. and Texas Instruments
Incorporated. Mr. Goode has been a director of the company
since 1993.
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§
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JAMES
W. OWENS, 62,
Chairman and CEO of Caterpillar Inc. (machinery, engines, and financial
products). Prior to his current position, Mr. Owens served as
Vice Chairman and as Group President of Caterpillar. Other
directorships: Alcoa Inc. and International Business Machines
Corporation. Mr. Owens has been a director of the company since
2004.
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§
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CHARLES
D. POWELL, 66,
Chairman of Capital Generation Partners (asset and investment management),
LVMH Services Limited (luxury goods) and Magna Holdings (real estate
investment). Prior to his current positions, Lord Powell was
Chairman of Sagitta Asset Management Limited (asset
management). Other directorships: LVMH Moet-Hennessy Louis
Vuitton; Mandarin Oriental International Ltd.; Northern Trust Global
Services Limited; Textron Corporation; Schindler Holding Ltd.; and Yell
Group plc. Lord Powell has been a director of the company since
2001.
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§
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JOSHUA
I. SMITH, 67,
Chairman and Managing Partner of the Coaching Group, LLC (management
consulting). Other directorships: Federal Express Corporation
and The Allstate Corporation. Mr. Smith has been a director of
the company since 1993.
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Class III – Directors with terms
expiring in 2010
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§
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JOHN
T. DILLON, 69, former Chairman and CEO of
International Paper (paper and forest products). Mr. Dillon
serves as Vice Chairman of Evercore Capital Partners (advisory and
investment firm) and Senior Managing Director of the firm's investment
activities and private equity business. Other directorships:
E. I. du Pont de Nemours and Company; Kellogg Co.; and Vertis
Inc. Mr. Dillon has been a director of the company since
1997.
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§
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JUAN
GALLARDO, 60, Chairman of Grupo
Embotelladoras Unidas S.A. de C.V. (bottling). Former Vice
Chairman of Home Mart de Mexico, S.A. de C.V. (retail trade), former
Chairman of Grupo Azucarero Mexico, S.A. de C.V. (sugar mills) and former
Chairman of Mexico Fund Inc. (mutual fund). Other
directorships: Grupo Mexico, S.A. de C.V. and Lafarge SA. Mr.
Gallardo has been a director of the company since
1998.
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§
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WILLIAM
A. OSBORN,
60, Chairman and
former CEO of Northern Trust Corporation (multibank holding company) and
The Northern Trust Company (bank). Other directorship: Abbott
Laboratories. Mr. Osborn has been a director of the company
since 2000.
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§
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EDWARD
B. RUST, JR.,
57, Chairman,
President and CEO of State Farm Mutual Automobile Insurance Company
(insurance). He is also President and CEO of State Farm Fire and Casualty
Company, State Farm Life Insurance Company and other principal State Farm
affiliates as well as Trustee and President of State Farm Mutual Fund
Trust and State Farm Variable Product Trust. Other
directorships: Helmerich & Payne, Inc. and The McGraw-Hill
Companies, Inc. Mr. Rust has been a director of the company
since 2003.
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§
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The nature of the related
person’s interest in the
transaction.
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§
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The material terms of the transaction, including,
without limitation, the amount and type of
transaction.
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§
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The importance of the transaction
to the related person.
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§
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The importance of the transaction
to the company.
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§
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Whether the transaction
would impair the
judgment of the
director or executive
officer to act in the best interest of the
company.
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§
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The alternatives to entering into
the transaction.
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§
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Whether the transaction is on
terms comparable to those available to third parties, or in the case of
employment relationships, to employees
generally.
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§
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The potential for the transaction
to lead to an actual or apparent conflict of interest and any safeguards
imposed to prevent such actual or apparent conflicts.
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§
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The overall fairness of the
transaction to the company.
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(1)
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Has no material relationship with
the company, either directly or as a partner, stockholder or officer of an
organization that has a relationship with the company, and does not have
any relationship that
precludes independence under the NYSE director independence
standards;
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(2)
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Is not currently, or within the
past five years, employed by the company (or an immediate family member is
not currently, or for the past five years, employed as an
executive officer of
the company);
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(3)
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Is not a current employee, nor is
an immediate family member a current executive officer of, a company that
has made payments to, or received payments from, the company for property
or services in an amount which, in any of the past five years, exceeds the
greater of $1 million or 2 percent of the consolidated gross revenues of
that company;
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(4)
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Has not received, nor has an
immediate family member received, direct remuneration in excess of
$100,000 from the company in any twelve-month period within the past five
years other than director and committee fees and pension or other forms of
deferred compensation for prior
services;
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(5)
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Is not currently, nor for the past
five years, and an immediate family member is not currently nor for the
past five years,
affiliated with or employed by a present or former auditor (or an
affiliate of such auditor) of the
company;
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(6)
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Is not part of an interlocking
directorate in which an executive officer of the company simultaneously
served on the compensation committee of another company that
employed the director as an executive officer during the last five
years;
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(7)
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Is free of any relationships with
the company that may impair, or appear to impair his or her ability to
make independent judgments;
and
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(8)
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Is not employed by a nonprofit organization
where a substantial portion of funding for the past five years
(representing at least a greater of $1 million or 2 percent of the
organization’s annual consolidated gross
revenues) comes from the company or the Caterpillar
Foundation.
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Committee
Membership
(as of December 31,
2007)
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Audit
|
Compensation
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Governance
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Public
Policy
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W. Frank
Blount
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Ö*
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John R.
Brazil
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Ö
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Daniel M.
Dickinson
|
|
Ö
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||
John T.
Dillon
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Ö
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Eugene V.
Fife
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Ö*
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Gail D.
Fosler
|
|
Ö
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||
Juan
Gallardo
|
|
Ö
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||
David R.
Goode
|
Ö
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Peter A.
Magowan
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Ö
|
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William A.
Osborn
|
Ö*
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James W.
Owens
|
||||
Charles D.
Powell
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Ö*
|
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Edward B. Rust,
Jr.
|
Ö
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Joshua I.
Smith
|
Ö
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*
Chairman of committee
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§
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Direct
Telephone: 309-494-4393 (English
only)
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§
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Call Collect
Helpline: 770-582-5275 (language translation
available)
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§
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Confidential
Fax: 309-494-4818
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By the current members of
the
Audit Committee consisting
of:
|
|||||
Eugene V. Fife
(Chairman)
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John T.
Dillon
|
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John R.
Brazil
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David R.
Goode
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Type of
Service
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Pre-Approval Limits
(in
thousands)
|
|||||
Per Project
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Aggregate
Limit
|
|||||
Audit
Services
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$
|
500
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$
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25,000
|
||
Audit-Related
Services
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$
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500
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$
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10,000
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||
Tax
Services
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$
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500
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$
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15,000
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||
All Other
Services
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$
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500
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$
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1,000
|
2007
Actual
|
2006
Actual
|
||||||||
Audit
Fees
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$
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21.4
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$
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20.2
|
1
|
||||
Audit-Related Fees2
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4.7
|
3.0
|
|||||||
Tax Compliance Fees3
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2.2
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2.2
|
|||||||
Tax Planning and Consulting
Fees4
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2.7
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2.6
|
|||||||
All Other Fees5
|
0.1
|
0.2
|
|||||||
TOTAL
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$
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31.1
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$
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28.2
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|||||
1
|
Actual
2006 “Audit Fees” exceeded the “Pre-Approval”
limit due to acquisitions and additional statutory audit
requirements. Each of these services was approved in accordance
with the company’s Interim Pre-Approval Process as previously
described.
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||||||||
2
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“Audit-Related
Fees” principally includes agreed upon procedures for securitizations,
attestation services requested by management, accounting consultations,
pre- or post- implementation reviews of processes or systems and audit of
employee benefit plan financial statements. Total fees paid
directly by the benefit plans, and not by the company, were $0.4 and $0.6
in 2006 and 2007, respectively.
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||||||||
3
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“Tax
Compliance Fees” includes, among other things, statutory tax return
preparation and review and advising on the impact of changes in local tax
laws.
|
||||||||
4
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“Tax
Planning and Consulting Fees” includes, among other things, tax planning
and advice and assistance with respect to transfer pricing
issues.
|
||||||||
5
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“All
Other Fees” principally includes subscriptions to knowledge tools and
attendance at training
classes/seminars.
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§
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Presides at all meetings of the
board at which the Chairman & CEO is not present, including executive
sessions of the independent directors, and has the authority to call
meetings of the independent directors if
necessary.
|
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§
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Meets separately with the
Chairman & CEO
immediately following the meetings of the independent directors, and acts
as a liaison between the Chairman & CEO and independent directors by
providing guidance and feedback and reviewing action items from those
meetings.
|
|
§
|
Reviews, discusses and provides input to the Chairman
& CEO and typically approves board meeting agendas, schedules and
general information provided to directors prior to board
meetings.
|
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§
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Is available for consultation and
direct communication with major
stockholders.
|
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§
|
Provides the Chairman & CEO with
the results of the annual performance review in conjunction with the
Chairman of the Compensation
Committee.
|
Class I – Directors
nominated for election this
year
|
§
|
W.
FRANK BLOUNT,
69, Chairman and CEO
of JI Ventures, Inc. (venture capital). Other directorships:
Alcatel-Lucent S.A.; Entergy Corporation; and KBR, Inc. Mr.
Blount has been a director of the company since
1995.
|
§
|
JOHN
R. BRAZIL, 62,
President of Trinity University (San Antonio, Texas). Dr.
Brazil has been a director of the company since
1998.
|
§
|
EUGENE
V. FIFE, 67, Managing
Principal of Vawter Capital LLC (private investment). Mr. Fife
served as the interim CEO and President of Eclipsys Corporation
(healthcare information services) from April to November of
2005. He currently serves as the non-executive Chairman of
Eclipsys Corporation. Mr. Fife has been a director of the
company since 2002.
|
§
|
GAIL
D. FOSLER, 60, President and Trustee of The
Conference Board (research and business membership). Prior to
her current position, Ms. Fosler served as Chief Economist, Executive Vice
President and Senior Vice President of The Conference
Board. Other directorship: Baxter International
Inc. Ms. Fosler has been a director of the company since
2003.
|
§
|
PETER
A. MAGOWAN, 66,
President and Managing General Partner of the San Francisco Giants (major
league baseball team). Mr. Magowan has been a director of the
company since 1993.
|
PROPOSAL 2 – Ratification of
Independent Registered Public Accounting
Firm
|
PROPOSAL 3 – Annual Election
of Directors
|
|
1.
|
Processes
used to determine and promote foreign
sales;
|
|
2.
|
Criteria for
choosing countries with which to do
business;
|
|
3.
|
A description
of procedures used to negotiate foreign arms sales,
government-to-government and direct commercial sales and the percentage of
sales for each category;
|
|
4.
|
For the past
ten years, categories of military equipment or components, including dual
use items exported for the past five years, with as much statistical
information as permissible; contracts for servicing/maintaining equipment;
offset agreements; and licensing and/or co-production with foreign
governments.
|
PART FOUR
– Other Important
Information
|
(as of December 31,
2007)
|
|
Voting
Authority
|
Dispositive
Authority |
Total
Amount
of
Beneficial
|
Percent
of
|
|||
Name
and Address
|
Sole
|
Shared
|
Sole
|
Shared
|
Ownership
|
Class
|
Capital
World Investors, a division of
Capital
Research and Management Company
333
South Hope Street, Los Angeles, CA 90071
|
2,630,500
|
0
|
43,326,500
|
0
|
43,326,500
|
6.94
|
(1)
|
This information
is based upon Schedule 13Gs filed with the SEC for year end December 31,
2007, except Percent of Class adjusted from 6.8 percent reported in the
Schedule 13G filed by Capital World Investors to 6.94 percent (calculated
using Caterpillar’s actual outstanding shares (623,986,134) at December
31, 2007).
|
(as of December 31,
2007)
|
Blount
|
76,430
|
1
|
Magowan
|
330,943
|
11
|
|||
Brazil
|
40,803
|
2
|
Oberhelman
|
784,816
|
12
|
|||
Burritt
|
130,479
|
3
|
Osborn
|
48,631
|
13
|
|||
Dickinson
|
783
|
4
|
Owens
|
1,805,089
|
14
|
|||
Dillon
|
74,189
|
5
|
Powell
|
45,010
|
15
|
|||
Fife
|
46,000
|
6
|
Rust
|
28,933
|
16
|
|||
Fosler
|
24,515
|
7
|
Shaheen
|
883,821
|
17
|
|||
Gallardo
|
268,110
|
8
|
Smith
|
43,205
|
18
|
|||
Goode
|
102,675
|
9
|
Vittecoq
|
519,964
|
19
|
|||
Levenick
|
425,352
|
10
|
Wunning
|
520,550
|
20
|
|
||
All directors and executive
officers as a group
|
7,175,973
|
21
|
||||||
1
|
Blount
- Includes 64,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to the Directors’ Deferred
Compensation Plan (DDCP) representing an equivalent value as if such
compensation had been invested on December 31, 2007, in 1,210 shares of
common stock.
|
|||||||
2
|
Brazil
- Includes 32,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to DDCP representing an equivalent
value as if such compensation had been invested on December 31, 2007, in
426 shares of common stock.
|
|||||||
3
|
Burritt
- Includes 100,200 shares subject to stock options exercisable within 60
days.
|
|||||||
4
|
Dickinson
- In addition to the shares listed above, a portion of compensation has
been deferred pursuant to DDCP representing an equivalent value as if such
compensation had been invested on December 31, 2007, in 1,312 shares of
common stock.
|
|||||||
5
|
Dillon
- Includes 56,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to DDCP representing an equivalent
value as if such compensation had been invested on December 31, 2007, in
610 shares of common stock.
|
|||||||
6
|
Fife
- Includes 24,000 shares subject to stock options exercisable within 60
days.
|
|||||||
7
|
Fosler
- Includes 20,000 shares subject to stock options exercisable within 60
days.
|
|||||||
8
|
Gallardo
- Includes 64,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to DDCP representing an equivalent
value as if such compensation had been invested on December 31, 2007, in
3,028 shares of common stock.
|
|||||||
9
|
Goode
- Includes 64,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to DDCP representing an equivalent
value as if such compensation had been invested on December 31, 2007, in
36,393 shares of common stock.
|
|||||||
10
|
Levenick
- Includes 364,000 shares subject to stock options exercisable within 60
days.
|
|||||||
11
|
Magowan
- Includes 64,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to DDCP representing an equivalent
value as if such compensation had been invested on December 31, 2007, in
14,046 shares of common stock.
|
|||||||
12
|
Oberhelman
- Includes 699,410 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to the Supplemental Deferred
Compensation Plan (SDCP), Supplemental Employees’ Investment Plan (SEIP)
and/or the Deferred Employees’ Investment Plan (DEIP) representing an
equivalent value as if such compensation had been invested on December 31,
2007, in 31,696 shares of common stock.
|
|||||||
13
|
Osborn
- Includes 32,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to DDCP representing an equivalent
value as if such compensation had been invested on December 31, 2007, in
116 shares of common stock.
|
|||||||
14
|
Owens
- Includes 1,498,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to SDCP, SEIP and/or DEIP
representing an equivalent value as if such compensation had been invested
on December 31, 2007, in 6,507 shares of common
stock.
|
|||||||
15
|
Powell
- Includes 40,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to DDCP representing an equivalent
value as if such compensation had been invested on December 31, 2007, in
116 shares of common stock.
|
|||||||
16
|
Rust
- Includes 24,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to DDCP representing an equivalent
value as if such compensation had been invested on December 31, 2007, in
6,875 shares of common stock.
|
|||||||
17
|
Shaheen
- Includes 677,202 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to SDCP, SEIP and/or DEIP
representing an equivalent value as if such compensation had been invested
on December 31, 2007, in 5,947 shares of common
stock.
|
|||||||
18
|
Smith
- Includes 27,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to DDCP representing an equivalent
value as if such compensation had been invested on December 31, 2007, in
1,324 shares of common stock.
|
|||||||
19
|
Vittecoq
- Includes 435,968 shares subject to stock options exercisable within 60
days.
|
|||||||
20
|
Wunning
- Includes 466,000 shares subject to stock options exercisable within 60
days. In addition to the shares listed above, a portion of
compensation has been deferred pursuant to SDCP, SEIP and/or DEIP
representing an equivalent value as if such compensation had been invested
on December 31, 2007, in 19,724 shares of common
stock.
|
|||||||
21
|
This
group includes directors, named executive officers (NEOs) and five
additional executive officers subject to Section 16 filing requirements
(group). Amount includes 5,612,548 shares subject to stock
options exercisable within 60 days and 127,624 shares for which voting and
investment power is shared. The group beneficially owns 1.15
percent of the company’s outstanding common stock, however, each
individual within the group beneficially owns less than one
percent. None of the shares held by the group have been
pledged.
|
|
§
|
We have a
thorough compensation review
process.
|
|
§
|
We have a
competitive compensation plan that aligns executive performance and
stockholder interests.
|
|
§
|
We
consistently and appropriately provide equity grants and do not backdate
or re-price grants.
|
|
§
|
We believe
the best way to compensate our executives is to base their rewards on
performance.
|
|
§
|
We have no
special executive severance packages. Change in Control
provisions are found within existing compensation plans and apply equally
to all participants in those plans.
|
|
§
|
James W.
Owens, Chairman and CEO
|
|
§
|
Stuart L.
Levenick, Group President
|
|
§
|
Douglas R.
Oberhelman, Group President
|
|
§
|
Gerald L.
Shaheen, Group President
|
|
§
|
Gerard R.
Vittecoq, Group President
|
|
§
|
Steven H.
Wunning, Group President
|
|
§
|
David B.
Burritt, Vice President and Chief Financial
Officer
|
|
1.
|
Base salary, as a percentage of
total direct compensation, should decrease as salary grade levels
increase. As employees move to higher levels of responsibility with
more direct influence over the company’s performance, they have a higher
percentage of pay at risk.
|
|
2.
|
The ratio of long-term
incentive compensation to short-term incentive compensation should
increase as salary grade levels increase. Caterpillar expects
executives to focus on the company’s long-term success. The compensation
program is designed to motivate executives to take actions that are best
for the company’s long-term
viability.
|
|
3.
|
Equity compensation should
increase as salary grade levels increase. Employees in positions
that most directly affect the company’s performance should have profitable
growth for the company as their main priority. Receiving part of their
compensation in the form of equity reinforces the link between their
actions and stockholders’ investment. Equity ownership encourages
executives to behave like owners and provides a clear link with
stockholders’ interests.
|
|
§
|
Caterpillar’s
financial performance.
|
|
§
|
The
accomplishment of Caterpillar’s long-term strategic
objectives.
|
|
§
|
The
achievement of individual goals set at the beginning of each
year.
|
|
§
|
The
development of Caterpillar’s top management
team.
|
|
§
|
Achievement
of individual and company
objectives.
|
|
§
|
Contribution
to the company’s performance.
|
|
§
|
Leadership
accomplishments.
|
|
§
|
The committee
directly selected and retained Mr.
Anderson.
|
|
§
|
Mr. Anderson
is engaged by and reports directly to the committee and the
chair.
|
|
§
|
Mr. Anderson
meets regularly and as needed with the committee in executive sessions
that are not attended by any of the company’s
officers.
|
|
§
|
Mr. Anderson
and his team at Hewitt have direct access to the chair and members of the
committee during and between
meetings.
|
|
§
|
Mr. Anderson
is not the Hewitt client relationship manager for
Caterpillar.
|
|
§
|
Neither Mr.
Anderson nor any member of his team participates in any activities related
to the administration services provided to Caterpillar by other business
units at Hewitt.
|
|
§
|
Interactions
between Mr. Anderson and management generally are limited to discussions
on behalf of the committee and information presented to the committee for
approval.
|
|
§
|
Hewitt has
separated the executive compensation consulting services into a single,
segregated business unit within
Hewitt.
|
|
§
|
Hewitt pays
its executive compensation consultants solely on their individual results
and the results of its executive compensation consulting practice. Mr.
Anderson receives no incentives based on other services Hewitt provides to
Caterpillar.
|
|
§
|
Mr. Anderson
does own shares in Hewitt, however he does not receive stock options or
other equity-related awards from
Hewitt.
|
|
§
|
The total
amount of fees for consulting services to the committee in 2007 was in the
range of $400,000 to $500,000.
|
|
§
|
The total
amount of fees paid to Hewitt in 2007 for all other services, excluding
committee services was in the range of $8 million to $10 million. This is
compared to total Hewitt 2007 revenues of approximately $3
billion.
|
|
§
|
Other
services are provided under a separate contractual arrangement and by a
separate business unit at Hewitt. These administrative fees will increase
as Hewitt provides more administration
services.
|
Peer
Group Benchmarking
Caterpillar’s
2007 comparator group was the Hewitt Core Group 1 (HCG1). The
HCG1 includes 22 large public companies, which are listed
below. Because we compete for executive talent from a variety
of industries, the 22 companies represent a cross section of industries,
not just heavy manufacturing companies. The peer group study
methodology is consistent each year, which makes it easier to isolate how
Caterpillar’s executive compensation is changing in relation to the
market. The committee monitors the HCG1 to ensure that it
continues to provide a reasonable comparison basis for executive
compensation.
The HCG1’s
median annual revenue is less than Caterpillar’s. To account
for differences in the size of the companies in that group, the committee
conducts a regression analysis with each comparison. Regression
analysis adjusts the compensation data for differences in the companies’
revenue, allowing Caterpillar to compare its compensation levels to
similarly sized companies. The following companies compose the
HCG1:
|
Caterpillar
uses a comparator
group to benchmark (compare) all components of compensation to
other companies within the group. Caterpillar targets the
executive total cash compensation package, as well as the long-term
incentive compensation components, at the median level of the comparator
group. The committee believes that targeting at the median
level of the comparator group is necessary to attract and retain
high-caliber employees. This ensures that Caterpillar remains
competitive while maximizing its resources for
stockholders.
|
|
Peer Group
Benchmarking Changes for 2008
Caterpillar’s
revenues have risen sharply and far exceed the median annual revenue for
the comparator group (HCG1). To better align the comparator
group with the company’s increased size and future plans for growth, the
committee revised the comparator group for 2008. The committee
considered factors such as gross revenues and sales, global presence and
positive earnings growth to determine what companies should be included in
the comparator group. Larger companies with higher revenues
were added to provide a better basis for comparison. The
updated comparator group includes 28 large public companies that represent
a cross section of industries, not just heavy manufacturing companies, and
is more in line with Caterpillar’s median sales and
revenues. The updated comparator group will be used for
compensation decisions made during 2008 and reported in next year’s
CD&A.
|
Total
compensation is a mix of total cash and long-term
incentives.
Total
cash includes base salary and the Executive Short-Term Incentive
Plan (ESTIP) or Short-Term Incentive Plan (STIP).
ESTIP
and STIP
are annual incentive plans that deliver a targeted percentage of base
salary (excluding any variable base pay) based on performance against
predetermined enterprise goals. The plans are designed to focus
the NEOs on the shorter-term critical issues that are indicative of
improved year-over-year performance.
The Long-Term
Incentive Plan (LTIP) includes both equity and the Long-Term Cash
Performance Plan (LTCPP). LTIP
is designed to reward the company’s key employees for achieving and
exceeding our long-term goals, to drive stockholder return and to foster
stock ownership.
|
||
Components
of Caterpillar’s Compensation Program
Compensation
for all NEOs is a mix of annual total cash and long-term
incentives.
|
||
|
||
Annual base
salary represents a small portion of our NEOs’ compensation. In
fact, on average, 82 percent of annual compensation for our NEOs
varies each year based on Caterpillar’s performance. The
following chart shows the 2007 Total Compensation mix (based on targeted
compensation).
|
Executive Short-Term
Incentive Plan
The CEO and
group presidents (NEOs, excluding Mr. Burritt) participated in the 2007
ESTIP. The CEO was eligible for a target opportunity of 135
percent of base salary and the group presidents were eligible for a target
opportunity of 100 percent of base salary.
In February
2007, the committee reviewed and approved two enterprise-focused measures
for the 2007 ESTIP. These two measures link the CEO and group
presidents directly to the overall performance of
Caterpillar. The measures and their relative weights in
determining ESTIP are as follows:
§75% Machinery and Engines Return on
Assets (ROA)
§25% Enterprise Quality (Product
Quality)
|
Machinery
and Engines Return on Assets (ROA) is Machinery and Engines profit
after tax (Cat Financial on an equity basis) plus short-term incentive
compensation after tax expense, divided by a 13-month average of Machinery
and Engines assets.
Enterprise
quality was measured by a roll-up of the business unit quality
performance factors.
Profit
Per Share (PPS) is the portion of a company's profit allocated to
each outstanding share of common stock, diluted by the assumed exercise of
stock-based compensation awards. PPS serves as an indicator
of a company's profitability. This is also known as
Earnings Per Share (EPS).
|
|
Prior to any
ESTIP payout a “trigger” must be achieved. The trigger is based
on the company’s PPS. The committee approved a PPS trigger of
$2.50 for ESTIP. The committee chose a PPS trigger of $2.50
because Caterpillar is committed to maintain a PPS of at least $2.50
during a trough or economic downturn. If the trigger is not
achieved, there is no ESTIP payout.
As with all
components of Caterpillar’s compensation program, the ESTIP rewards
performance. For both measures listed above, the committee
established threshold, target and maximum performance
levels. If the threshold level is not achieved for a given
measure, there is no ESTIP payout on that measure. Increasingly
larger payouts are awarded for achievement of target and maximum
performance levels. The following table outlines the
payout factor range that applies to each performance level. The
payout factor for each measure does not exceed 200
percent.
|
||
Return On
Assets
The committee
approved ROA as the largest portion of 2007 ESTIP. ROA is a
good indication of how efficiently the company is using its assets to
generate earnings and if successful, it ultimately drives value to our
stockholders. The committee reviewed ten years of Caterpillar
forecasted versus actual ROA results to determine the appropriate target
for the 2007 ROA measure. The calculation of corporate ROA was
determined using the after-tax ROA excluding the Short-Term Incentive Plan
expense. The profit and assets for each individual business
unit were rolled up to create the corporate ROA and the Short-Term
Incentive Plan expense was excluded so business units were not penalized
for the expense. The corporate ROA slope ranged from a
threshold of 6.87 percent to the maximum of 16.91 percent, with a target
of 14.94 percent. The following chart illustrates ROA
performance levels and the related PPS.
At the close
of 2006, the reported outlook for Caterpillar’s 2007 PPS was $5.20 to
$5.70.
|
Enterprise
Quality
The committee
approved enterprise quality as the other factor under the 2007
ESTIP. Enterprise quality was measured by a roll-up of the
various business unit quality performance factors. Some
examples of business unit quality measures were Mean Dealer Repair
Frequency (MDRF), Very Early Hour Reliability (VEHR), Significant Part
Numbers (SPN) and MQ12005 Certification (MQ12005). Each
business unit’s quality performance factor or factors were weighted based
on its applicable 2007 net sales and transfers (an inter-company
sale). The results were averaged to determine the enterprise
quality result.
|
Mean
Dealer Repair Frequency (MDRF) measures
the dealer repair frequency for a collection of products over a period of
time approximately equal to their first year of
operation.
Very
Early Hour Reliability (VEHR) captures
the number of dealer-performed repairs to a product that occur from the
pre-delivery inspection through the initial hours of machine
operation.
Significant
Part Numbers (SPN) are
part numbers that have had failures in the last three years on products
built in the last five years (unless the part is a Reman
part).
MQ12005 certification
focuses on safety, quality, velocity and cost for factory
manufacturing and assembly. MQ12005 evaluates
both the timing and quality of MQ12005 certification plan submissions
against the current year certification
requirements.
|
|
The
2007 results are:
|
||
The final 2007 ESTIP ROA
was 13.8 percent resulting in a payout factor of 90.13
percent. The enterprise quality payout factor was 110.11
percent. The resulting weighted payout factors from ROA
and enterprise quality were added together to calculate the total cash payout factor of
95.13 percent, which resulted in a total payout of $5.5 million to the
NEOs, except for Mr. Burritt. The committee has discretion to
reduce ESTIP awards based on performance, but individual increases are not
permitted. There were no adjustments made to the 2007
ESTIP payouts to the applicable NEOs. Individual amounts are
disclosed in the Summary Compensation Table on page 41 of this proxy
statement, in the “Non-Equity Incentive Plan Compensation”
column.
|
||
Short-Term Incentive
Plan
As a vice
president, our CFO, Mr. Burritt, participated in Caterpillar’s 2007
STIP. Vice presidents are not only measured on the achievement
of their business unit goals, but also on corporate performance factors
such as ROA and enterprise quality. Mr. Burritt was eligible
for a target opportunity of 90 percent of base salary. His
weighting was:
§60% Machinery and Engines Return on
Assets (ROA)
§20% Enterprise Quality (Product
Quality)
§20% Business Unit
Measure
PPS was also
the “trigger” for the 2007 STIP. The same methodology applies
for STIP as described previously for ESTIP. The 2007 results
are included in the following table.
|
The resulting
weighted payout factors from ROA, enterprise quality and Mr. Burritt’s
business unit measures were added together to calculate the total cash
payout factor of 116.10 percent under the 2007 STIP. Mr.
Burritt’s individual STIP
award amount is disclosed in the Summary Compensation Table on
page 41 of this proxy statement, in the
“Non-Equity Incentive Plan Compensation” column.
|
The Long-Term
Incentive Plan (LTIP) includes both equity and the Long-Term Cash
Performance Plan (LTCPP). LTIP
is designed to reward the company’s key employees for achieving and
exceeding our long-term goals, to drive stockholder return and to foster
stock ownership.
Run
rate measures
the rate at which companies grant equity. It is the number of
shares granted under LTIP in any one year divided by the number of common
shares outstanding.
An
equity award is a stock award representing ownership in the
company. Equity for Caterpillar currently consists of
stock-settled Stock Appreciation Rights (SARs), Restricted Stock Units
(RSUs) and restricted stock.
The standard
equity award is the equity value determined each year by the
Compensation Committee. Each year, we benchmark against our
comparator group to determine our standard award level, which is set at
the median level of the comparator group.
|
|
Level of
Difficulty
The committee sets the ESTIP and
STIP threshold, target and maximum levels for all measures, including
enterprise quality, so the relative difficulty of achieving the target
level is consistent from year to year. The objective is
to achieve target (100 percent payout), on average over a period of years,
but to make it difficult to achieve the maximum payout in any given
year. Over the past three years, our NEOs have not reached
maximum payout during any year. So, even during this
three-year period of record sales and profits, the average payout for our
NEOs has been 94 percent of target.
|
||
Long-Term
Incentive Plan
In the fall
of 2006, at the request of the committee, management conducted an LTIP
market data review using the HCG1. The same process was
followed in 2004 and 2005. The market data indicated that the
value and proportion of each component of executive total compensation has
shifted in recent years. Portfolio approaches, where two or more long-term
incentive compensation vehicles are used in some combination, are now
common practice. For example, SARs reward share appreciation; time-vested
restricted units strengthen and enhance retention; and cash performance
awards reinforce a long-term pay-for-results culture.
|
||
Caterpillar
uses all three vehicles in our executive compensation
package. Instead of awarding all long-term compensation in the
form of equity, the committee has decided to award a portion in
cash. The mix between cash and equity is based on the market
comparison. The cash award is tied to long-term shareholder
performance due to the measures within the plan. Providing a
portion of long-term incentive in the form of cash also allows Caterpillar
the ability to manage our share run rate, and preserve the available pool
of shares authorized for issuance under the equity plan. The
2007 LTIP vehicle mix is in the following table.
Equity
Each year, we
benchmark against our comparator group to determine our standard equity
award for each salary grade, including our NEOs. Our process
benchmarks total equity value for all salary grades. Consistent
with the company’s compensation philosophy, individuals at higher levels
receive a greater proportion of total pay in the form of
equity.
In December
2006, the committee approved the 2007 equity design, which consisted of a
mix of SARs and RSUs. This equity design supports our pay for
performance and pay at risk philosophy. RSUs represent actual
shares of stock and therefore carry less risk than
SARs.
|
The committee
has the discretion to make positive or negative adjustments to equity
awards based on a subjective assessment of an individual’s performance,
provided these adjustments do not increase the total number of awards used
to reward employees.
|
A Stock
Appreciation Right (SAR) is a right to receive Caterpillar common
shares based on the appreciation in value of a set number of shares of
company stock between the grant date and the exercise
date. SARs were introduced in 2006 because they extend the life
of the Caterpillar stock option pool and minimize stockholder
dilution.
A Restricted
Stock Unit (RSU) is a grant valued in terms of company
stock. At the time of the grant, no company stock is issued. The grant
entitles the recipient to receive Caterpillar common shares at the time of
vesting. RSUs were introduced in 2007 because they reduce the
share run rate and may be more tax efficient for equity-eligible employees
outside the United States.
The restricted
stock award program is a tool that makes equity a part of the
compensation program to help attract and retain outstanding
performers. Key elements of the program are 1) selected
performance and retention-based grants can be made to officers and other
key employees, as well as prospective employees; 2) restricted shares have
three to five year vesting schedules; and 3) restricted shares are
forfeited if the grantee leaves Caterpillar prior to
vesting.
|
|
At the
February 2007 committee meeting, Mr. Owens discussed his recommendations
with respect to standard equity award adjustments for all other
NEOs. Grant value adjustments were made and were based upon
individual performance (discussed in “Other NEOs Compensation Decisions”
section of this CD&A). At the February 2007 board meeting
the Chairman of the committee, Mr. Osborn, in consultation with the board,
and in accordance with the following “Equity Grant Timing” section,
established the grant for Mr. Owens based on exceptional performance
(discussed in “Compensation Decisions in 2007 and 2008” section of this
CD&A).
|
||
The final
2007 SAR & RSU awards are disclosed in the Grants of Plan-Based Awards
Table on page 43.
Restricted
Stock Award Program
The CEO
submits restricted stock grant recommendations to the committee at each
committee meeting. The committee reviews the amount of the
proposed grants as well as the CEO’s reasoning.
At the
February 2007 meeting, the board awarded Mr. Owens 5,000 shares of
restricted stock. The committee also approved a targeted grant
of 2,000 shares of restricted stock for Mr. Vittecoq. These
awards were granted due to Mr. Owens’ and Mr. Vittecoq’s exceptional
performance, which is described in the “Chairman and CEO Compensation
Decisions” and “Other NEOs Compensation Decisions” sections of this
CD&A.
Equity
Grant Timing
The grant
date for equity awards has historically been in mid-February to early
March. The committee uses this timing for grants because it is well after
Caterpillar announces year-end financial results and allows sufficient
time for stock price stabilization. Caterpillar does not backdate,
re-price or grant equity awards retroactively. The committee approved the
valuation of the 2007 equity awards at the February 12, 2007 meeting and
delegated its authority to finalize the individual grants on the grant
date to the committee chair. The grant price was the closing price for
Caterpillar stock as reported on the New York Stock Exchange on March 2,
2007 (grant date).
All 2007
equity grants for the NEOs are disclosed in the Grants of Plan-Based
Awards Table on page 43 of this proxy
statement.
Stock
Ownership Requirements
Equity
compensation encourages our executives to have an owner’s perspective in
managing the company. Due to the importance of ownership, the
committee has set a minimum Caterpillar stock ownership requirement for
all participants receiving equity compensation.
NEOs are
required to own shares equal to a minimum of 50 percent of the average
(based on number of shares) of the last five grants. For the
NEOs, only 10 percent of vested unexercised equity awards count toward
target ownership. In 2008, no vested unexercised awards count
toward ownership requirements for the NEOs. Failure to meet
these guidelines results in automatic grant reductions, unless compelling
personal circumstances prevent an employee from meeting his or her
targeted ownership requirement.
|
Even though
Caterpillar targets all officers’ total compensation at the median level
of our comparator group, our target ownership requirements are much higher
than the median level of that group, reaching well into the upper quartile
of practices of the companies examined. At present, all NEOs
exceed target ownership requirements.
Long-Term Cash
Performance Plan
The LTCPP is
offered to NEOs and other key employees. A three-year
performance cycle is established each year for determining compensation
under the LTCPP. The committee generally sets threshold, target
and maximum levels that make the relative difficulty of achieving the
target level consistent from year to year. The payout amount
can vary greatly from one year to the next. The objective is to
be at target, on average, over a period of years.
Typically the
committee specifies two measures, such as relative PPS growth
and ROE, each weighted 50 percent. Each measure must meet
its respective threshold performance levels before a payout is made under
that particular measure, but there is no overall trigger as there is
for ESTIP and STIP. In other words, each measure triggers
independently of the other. Increasingly larger payments are
awarded when the target and maximum performance levels are
achieved. The following table outlines the payout factor range
that applies to each performance level.
The committee selected the
following Standard & Poor’s 500 companies (S&P group) to compare
Caterpillar’s performance against the performance of our specific
industry. This S&P group is utilized because market cycle
fluctuations are minimized when compared to similar
companies. The S&P group is used only for the relative PPS
growth measure, not for setting levels of compensation under the
LTCPP.
|
The Long-Term
Cash Performance Plan (LTCPP) award focuses on sustained financial
results over a three-year cycle. It is a pay at risk plan that
delivers a targeted percentage of base salary to each participant based on
performance against the goals of the entire company.
Relative
Profit Per Share (PPS) growth is
one of two measures
in the LTCPP. It measures Caterpillar’s
PPS growth against those companies in the Standard & Poor’s
peer group.
Return
On Equity (ROE) is a profitability measure that reveals how
much profit a company generates with the money shareholders have
invested. This is one of two measures in the 2005-2007
LTCPP.
|
Standard & Poor’s
Group
|
||
§ 3M
Company
|
§ General Electric
Company
|
§ Navistar
International Corporation
|
§ Cummins
Inc.
|
§ Honeywell
International Inc.
|
§ PACCAR
Inc
|
§ Danaher
Corporation
|
§ Illinois Tool
Works Inc.
|
§ Pall
Corporation
|
§ Deere &
Company
|
§ Ingersoll-Rand
Company Limited
|
§ Parker-Hannifin
Corporation
|
§ Dover
Corporation
|
§ ITT Industries,
Inc.
|
§ Textron
Inc.
|
§ Eaton
Corporation
|
§ Johnson Controls,
Inc.
|
§ United
Technologies Corporation
|
2005-2007
LTCPP Measures
|
|||
Relative
PPS Growth
|
ROE
|
||
Threshold
|
25th
percentile
|
20%
|
|
Target
|
50th
percentile
|
30%
|
|
Maximum
|
75th
percentile
|
40%
|
2005-2007
LTCPP
|
Payout
Factor
|
Measurement
|
Return
on Equity
|
132.90
|
Enterprise
Return on Equity
|
Relative
PPS Growth
|
128.00
|
Relative Profit Per Share Growth
measured against S&P Peer
Group
|
Compensation
Decisions in 2007 and 2008
The Executive
Office (CEO and five group presidents) works as a team to drive our
corporate strategy and deliver the annual business plan. Our
Executive Short-Term Incentive Plan is based on corporate ROA and
enterprise quality metrics and is the same for each executive
officer. Our Long-Term Incentive Plan is the same for each
executive officer and is based on corporate PPS growth relative to our
peer group and ROE. Annual merit pay adjustment and equity
grants are based on the NEOs achievement of their goals set at the
beginning of the year. Both elements of compensation are
benchmarked with peer companies and therefore keep the total compensation
package competitive.
Chairman
and CEO Compensation Decisions
The CEO is
evaluated on company and individual performance metrics. In
February of 2008, the committee reviewed the board’s assessment of Mr.
Owens’ individual goals (which were created at the beginning of 2007) and
his performance against those goals. The most critical results
for Mr. Owens for 2007 were as follows:
|
A Voluntary
Employees' Beneficiary Association (VEBA) is
a trust fund established pursuant to Section 501(c)(9) of the Internal
Revenue Code of 1986, as amended, that provides life, sickness, accident
or similar welfare benefits to employees, retirees and their
dependents.
The
Caterpillar
Production System (CPS) is
the common Order-To-Delivery process being implemented enterprise-wide to
achieve our safety, quality, velocity, earnings and
growth goals for 2010 and beyond.
|
|
§
Sales and revenues
exceeded the 2007 goal ($42.5 billion) by more than 4
percent. EPS exceeded 2006 but fell short of the 2007 goal
($5.45) primarily due to higher than planned costs, such as raw material
costs.
§
Operating cash flow
(before pension & VEBA) was $5.5 billion — $833 million higher than
last year and $18 million higher than the goal.
§
CPS Executive
Scorecard, which measures the successful deployment of CPS, was introduced
and implemented.
|
§
Period cost (23.2 percent), as a
percentage of sales, was better than the goal of 24
percent.
§
Integrated service businesses
related sales and revenue exceeded the 2007 goal of $16
billion.
|
Integrated
service businesses are
service businesses containing an important service
component. These businesses include, but are not limited to,
aftermarket parts, Cat Financial, Cat Insurance, Cat Logistics, Cat
Reman,
Progress Rail, OEM Solutions and Solar Turbine Customer
Services.
|
|
In recognition of Mr. Owens’
strong performance, as evidenced by the company’s record financial
results, the committee recommended a lump sum discretionary bonus for
exceptional 2007 performance at the February 2008 meeting. The
board approved the bonus. Mr. Owens’ base salary remained well
below the median of the HCG1. Mr. Owens’ 2007 calendar year
compensation is disclosed in the Summary Compensation Table on page 41 of
this proxy statement.
|
|
§
|
Reporting divisions recorded sales
and profit above aggressive
plans.
|
|
§
|
Asia-Pacific Operations and Solar
were among leading divisions for Caterpillar Production System (CPS)
deployment.
|
|
§
|
Provided executive leadership in
finalizing plans to become the majority owner of Shin Caterpillar
Mitsubishi (Japanese joint
venture).
|
|
§
|
Highly engaged with China
management team in obtaining governmental approval for acquisition of SEM
(Chinese wheel loader manufacturer) — one of few approvals for 100 percent
foreign ownership.
|
|
§
|
Developed distribution (lane)
strategy to support CPS initiative — marketing companies aligned for
deployment.
|
|
§
|
Worked with leadership in Human
Services Division to deliver effective cost management for period expenses
and health care coverage.
|
|
§
|
Served as management's interface
with the Public Policy
Committee.
|
|
§
|
Delivered record results in
reciprocating engine business despite demand collapse in on-highway
segment.
|
|
§
|
Recorded markedly better financial
results in acquired engine business units — MaK and
Perkins.
|
|
§
|
Safety performance in engine
manufacturing units continued to show good
progress.
|
|
§
|
Developed and launched an Asian
sourcing plan for engines.
|
|
§
|
Developed strategies for
participation in various engine business
segments.
|
|
§
|
Provided executive leadership
support for effective cash deployment, investor relations, business risk
management and management's interface with the Audit
Committee.
|
|
§
|
Effectively worked with divisions
to meet customer shipment commitments despite numerous supply chain
disruptions.
|
|
§
|
Provided executive leadership
interface for the booming global mining
industry.
|
|
§
|
Worked with North American
Commercial Division to hold percent of industry sales, assisted dealers
with inventory reduction efforts and mitigated price erosion in very
difficult market conditions.
|
|
§
|
Represented the company very
effectively externally through his chairmanship of U.S. Chamber of
Commerce Board.
|
|
§
|
Significant increase in sales
& revenue in Europe, Africa & Middle East (EAME); and profit
contribution from the region was up
markedly.
|
|
§
|
Executive Office champion for the
vitally important CPS development and launch — notable company-wide
traction achieved.
|
|
§
|
Passionately drove enterprise
product quality improvement initiative, which yielded solid
gains.
|
|
§
|
Sponsored development of global
capacity plan which looks beyond current tactical needs to a planned
footprint for the 2020
timeframe.
|
|
§
|
Restructured infrastructure
product management team to drive market
leadership.
|
|
§
|
Reporting divisions delivered
sales/revenues and accountable profit above
plan.
|
|
§
|
Provided strong executive support
for Global Purchasing Division, which managed material cost increases to
1.4 percent — above plan levels, but well below inflationary
pressures.
|
|
§
|
Championed Progress Rail
acquisition, which in its first full year exceeded
expectations.
|
|
§
|
Led velocity initiative with
strong support for CPS deployment and supporting
logistics.
|
|
§
|
Launched strategically important
"simplification initiative", which seeks to reduce the number of model
configurations offered, suppliers in our value chain and part
numbers.
|
|
§
|
Launched the Mach 1 strategic
initiative, the multi-year plan to deliver new global finance and order
fulfillment information systems capability across the
enterprise.
|
|
§
|
Delivered functional excellence
through leadership of Global Finance & Strategic Support
Transformation.
|
|
§
|
Maintained very high employee
engagement while leading dramatic improvements in cost management across
the finance function.
|
|
§
|
Continued superior 6 Sigma
results.
|
|
§
|
Actively engaged in re-shaping the
finance function through benchmarking and external advisory
roles.
|
Retirement
and Other Benefits
The defined
contribution and defined benefit plans available to the NEOs (excluding
Mr. Vittecoq) are also available to most U.S. Caterpillar salaried and
management employees. All of the NEOs (excluding Mr. Vittecoq)
participate in all of the following U.S. retirement
plans.
|
A defined
contribution savings plan is a retirement plan that provides for an
individual account for each participant and for benefits based solely upon
the amount contributed to the participant’s account, and any income,
expenses, gains and losses.
A defined
benefit pension plan is a retirement plan in which benefits must be
definitely determinable. Plan formulas are geared to retirement
benefits, not contributions. The plan is funded by
contributions to a trust account that are separate from the general assets
of the company. The Pension Benefit Guarantee Corporation
insures certain benefits.
A qualified
retirement plan is afforded special tax treatment for meeting a
host of requirements of the Internal Revenue Code.
A nonqualified
plan is designed primarily to provide retirement income for
essential employees. There are no limits on benefits or
contributions, and there are no reporting requirements so long as it is
not funded.
|
|
Mr. Vittecoq
is not eligible for the U.S. benefit plans because he is on the Swiss
payroll and eligible for the Swiss benefit programs. He
participates in Caprevi, Prevoyance Caterpillar and the Swiss Employees’
Investment Plan. Both are Swiss retirement plans that are
available to all other Swiss management employees. Mr. Vittecoq is eligible under
Caprevi, Prevoyance Caterpillar for an early retirement benefit with a
four percent reduction before age 60.
|
||
|
||
Pension
Plans
Caterpillar
Inc. Retirement Income Plan (RIP)
Most U.S.
salaried and management employees are eligible to participate in
RIP. Benefit amounts are not offset for any Social Security
benefits. Plan participants may choose among several payment
options, such as a single life annuity, term-certain or various joint and
survivor annuity benefits. Of the NEOs, Mr. Owens, Mr.
Oberhelman, Mr. Wunning and Mr. Levenick are currently eligible for early
retirement, with a four percent benefit reduction, per year, from age
62. Mr. Shaheen retired effective February 1, 2008, with
more than 40 years of distinguished service.
Supplemental
Retirement Plan (SERP)
If an
employee’s annual compensation or retirement income benefit under RIP
exceeds the Internal Revenue Service tax code limitations, the excess
benefits are paid from the SERP. The formula used to calculate
the benefit payable in SERP is the same as that used under
RIP.
|
|
§
|
Contributions
are made on a pre-tax basis.
|
|
§
|
Participants
can contribute up to 70 percent of their base salary and STIP
awards.
|
|
§
|
Contributions
are limited by the tax code.
|
|
§
|
Company
matches 100 percent of the first six percent of pay contributed to the
savings plan.
|
|
§
|
All
contributions vest immediately.
|
|
§
|
The plan was
created in March of 2007 with a retroactive effective date of January 1,
2005. It effectively replaces SEIP and DEIP (both defined
below). The change allows us to comply with the American Jobs
Creation Act of 2004, which added Internal Revenue Code Section
409A.
|
|
§
|
Contributions
are made on a pre-tax basis and are comprised of four possible
contribution types:
|
|
•
|
Supplemental
Base Pay Deferrals (maximum 70 percent deferral
election).
|
|
•
|
Supplemental
STIP Deferrals (maximum 70 percent deferral
election).
|
|
•
|
Supplemental
LTCPP Deferrals (maximum 70 percent deferral
election).
|
|
•
|
Excess Base
Pay Deferrals (flat six percent deferral
election).
|
|
§
|
Supplemental
Base Pay Deferrals earn matching contributions at a rate of six percent of
the deferred amount.
|
|
§
|
Supplemental
STIP Deferrals up to six percent are matched
dollar-for-dollar.
|
|
§
|
Supplemental
LTCPP Deferrals are not eligible for an employer matching
contribution.
|
|
§
|
Excess Base
Pay Deferrals are matched 100 percent by the
company.
|
|
§
|
All
contributions vest immediately.
|
|
§
|
Limited
personal use of company aircraft is provided for security purposes and to
enable the NEOs to devote additional time to Caterpillar
business. A spouse may accompany an NEO on the company aircraft
while he or she is traveling for company
business.
|
|
§
|
Home security
systems are provided to ensure the safety of our
NEOs.
|
|
§
|
The NEOs are
provided an annual financial counseling
allowance.
|
|
§
|
Mr. Owens
participates in the Director’s Charitable Award program, which is provided
to all directors of the company, and is funded by life insurance
arrangements for which the company pays the premiums. Mr. Owens derives no
direct financial benefit from the
program.
|
|
§
|
The
Director’s Charitable Award program will be discontinued for new directors
after April 1, 2008; current directors will be grandfathered under the
plan.
|
|
§
|
LTIP allows
for the maximum performance level, 150 percent payout factor, to be paid
under each open plan cycle of the Long-Term Cash Performance
Plan. This is prorated based on the time of active employment
during the performance cycle.
|
|
§
|
All unvested
stock options, SARs, restricted stock and restricted stock units vest
immediately.
|
|
§
|
Stock options
and SARs remain exercisable over the normal life of the
grant.
|
|
§
|
The Executive
Short-Term Incentive Plan (ESTIP) is assumed to achieve the maximum payout
factor, 200 percent, under a change in
control.
|
|
§
|
The amount of
the bonus or incentive compensation was calculated based on the
achievement of certain financial results that were subsequently the
subject of a restatement.
|
|
§
|
The executive
engaged in intentional misconduct that caused or partially caused the need
for the restatement.
|
|
§
|
The amount of
the bonus or incentive compensation that would have been awarded to the
executive had the financial results been properly reported would have been
lower than the amount actually
awarded.
|
2007
Summary Compensation Table
|
|||||||||||||||||||||||||
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
(1)
|
Stock
Awards
(2)
|
Option
Awards
(3)
|
Non-Equity Incentive Plan
Compensation (4)
|
Change in Pension Value and
Nonqualified Deferred Compensation Earnings
(5)
|
All Other Compensation
(6)
|
Total
|
||||||||||||||||
J.W.
Owens
|
2007
|
$
|
1,512,504
|
$
|
300,000
|
$
|
918,626
|
$
|
7,136,911
|
$
|
4,442,998
|
$
|
2,575,395
|
$
|
221,307
|
$
|
17,107,741
|
||||||||
Chairman &
CEO
|
2006
|
$
|
1,350,003
|
$
|
300,000
|
$
|
—
|
$
|
7,029,846
|
$
|
3,723,703
|
$
|
2,171,992
|
$
|
243,077
|
$
|
14,818,621
|
||||||||
S.L.
Levenick
|
2007
|
$
|
712,248
|
$
|
110,000
|
$
|
260,667
|
$
|
3,379,672
|
$
|
1,560,817
|
$
|
531,446
|
$
|
85,148
|
$
|
6,639,998
|
||||||||
Group
President
|
2006
|
$
|
641,253
|
$
|
120,000
|
$
|
16,090
|
$
|
1,076,445
|
$
|
1,441,021
|
$
|
487,228
|
$
|
83,084
|
$
|
3,865,121
|
||||||||
D.R.
Oberhelman
|
2007
|
$
|
729,996
|
$
|
198,000
|
$
|
260,667
|
$
|
3,412,413
|
$
|
1,666,505
|
$
|
568,400
|
$
|
100,431
|
$
|
6,936,412
|
||||||||
Group
President
|
2006
|
$
|
721,248
|
$
|
183,000
|
$
|
16,090
|
$
|
1,082,596
|
$
|
1,633,854
|
$
|
575,150
|
$
|
122,180
|
$
|
4,334,118
|
||||||||
G.L.
Shaheen
|
2007
|
$
|
729,996
|
$
|
62,000
|
$
|
289,631
|
$
|
2,270,803
|
$
|
1,674,387
|
$
|
446,786
|
$
|
94,214
|
$
|
5,567,817
|
||||||||
Group
President
|
2006
|
$
|
721,248
|
$
|
135,000
|
$
|
—
|
$
|
2,226,118
|
$
|
1,633,854
|
$
|
557,644
|
$
|
99,411
|
$
|
5,373,275
|
||||||||
G.R.
Vittecoq
(5)
|
2007
|
$
|
826,177
|
$
|
82,618
|
$
|
315,710
|
$
|
2,270,803
|
$
|
1,896,463
|
$
|
1,228,584
|
$
|
43,047
|
$
|
6,663,402
|
||||||||
Group
President
|
2006
|
$
|
753,981
|
$
|
114,870
|
$
|
—
|
$
|
2,226,118
|
$
|
1,707,398
|
$
|
1,532,982
|
$
|
40,159
|
$
|
6,375,508
|
||||||||
S.H.
Wunning
|
2007
|
$
|
715,746
|
$
|
24,000
|
$
|
289,631
|
$
|
2,585,518
|
$
|
1,581,445
|
$
|
708,727
|
$
|
86,678
|
$
|
5,991,745
|
||||||||
Group
President
|
2006
|
$
|
657,747
|
$
|
130,000
|
$
|
—
|
$
|
2,226,118
|
$
|
1,501,523
|
$
|
621,107
|
$
|
78,674
|
$
|
5,215,169
|
||||||||
D.B.
Burritt
|
2007
|
$
|
454,503
|
$
|
—
|
$
|
43,190
|
$
|
647,601
|
$
|
930,660
|
$
|
352,648
|
$
|
63,152
|
$
|
2,491,754
|
||||||||
Vice President
& CFO
|
2006
|
$
|
405,750
|
$
|
40,000
|
$
|
—
|
$
|
328,059
|
$
|
861,783
|
$
|
275,049
|
$
|
56,047
|
$
|
1,966,688
|
1
|
Amounts
include lump sum discretionary bonus (LSDB) payments authorized by the
Compensation Committee of the board, lump sum discretionary award (LSDA)
paid under STIP and variable base pay (VBP) that must be re-earned
annually. For 2007 performance, NEOs earned the
following: Mr. Owens — $300,000/LSDB; Mr. Levenick —
$110,000/LSDB; Mr. Oberhelman — $110,000/LSDB and $88,000/VBP; Mr. Shaheen
— $62,000/VBP; Mr. Vittecoq — $82,618/VBP; Mr. Wunning —
$24,000/VBP. All amounts reported for Mr. Vittecoq were paid in
Swiss Franc, and have been converted to US dollars using the exchange rate
in effect on December 31, 2007 (1 Swiss Franc = .88837 US
Dollar).
|
2
|
The following
RSUs were granted to NEOs on March 2, 2007: Mr. Owens — 14,238;
Mr. Levenick — 4,832; Mr. Oberhelman — 4,832; Mr. Shaheen —
4,832; Mr. Vittecoq — 4,832; Mr. Wunning — 4,832; and Mr.
Burritt — 2,594. The amounts included in this column represent
the amortized expense in accordance with FAS123R and not the compensation
realized by the named executive officer. Assumptions made in
the calculation of these amounts are included in Note 2 to the company’s
financial statements for the fiscal year ended December 31, 2007 included
in Form 10-K filed with the SEC on February 22, 2008. In
addition to the $853,429 of RSUs granted to Mr. Owens, he was also awarded
5,000 shares of restricted stock on April 2, 2007. The fair
market value (average of high and low trading price) of Caterpillar stock
on the award date was $66.585 per share. The restricted stock
amount of $65,198 is also included in this column and is based upon the
year 2007 amortized expense recognized for financial reporting
purposes. In addition to the $289,631 of RSUs granted to Mr.
Vittecoq, he was also awarded 2,000 equivalent shares of restricted stock
on April 2, 2007. The fair market value (average of high and
low trading price) of Caterpillar stock on the award date was $66.585 per
share. The restricted stock amount of $26,079 is also included
in this column and is based upon the year 2007 amortized expense
recognized for financial reporting
purposes.
|
3
|
The following
SARs were granted to NEOs on March 2, 2007: Mr. Owens —
344,198; Mr. Levenick — 124,396; Mr. Oberhelman — 125,884; Mr. Shaheen —
109,516; Mr. Vittecoq — 109,516; Mr. Wunning — 124,694; and Mr. Burritt —
47,342. The amounts shown reflect the expense recognized for
financial reporting purposes in accordance with FAS123R and not the
compensation realized by the named executive
officer. Assumptions made in the calculation of these amounts
are included in Note 2 to the company’s financial statements for the
fiscal year ended December 31, 2007 included in Form 10-K filed with the
SEC on February 22, 2008.
|
4
|
The
amounts in this column reflect cash payments made to NEOs under ESTIP or
STIP in 2008 with respect to 2007 performance and under the LTCPP with
respect to performance over a three year plan cycle from 2005 through 2007
as follows: Mr.
Owens — $1,942,998/ESTIP
and $2,500,000/LTCPP; Mr. Levenick — $677,757/ESTIP
and $883,060/LTCPP; Mr. Oberhelman — $694,409/ESTIP
and $972,096/LTCPP; Mr. Shaheen — $694,409/ESTIP
and $979,978/LTCPP; Mr. Vittecoq —$787,060/ESTIP
and $1,109,403/LTCPP; Mr.
Wunning — $681,039/ESTIP
and $900,406/LTCPP; and Mr. Burritt — $475,089/STIP
and $455,571/LTCPP. All amounts reported for Mr. Vittecoq were
paid in Swiss Franc, and have been converted to US dollars using the
exchange rate in effect on December 31, 2007
(1 Swiss Franc = .88837 US Dollar).
|
5
|
Because NEOs
do not receive “preferred or above market” earning on compensation
deferred into SDCP, SEIP and/or DEIP, the amount shown represents only the
change between the actuarial present value of each officer’s total
accumulated pension benefit between November 30, 2006 and November 30,
2007. For Mr. Vittecoq, who is covered under a Swiss pension
plan, the actuarial present value of his pension benefit change was
calculated between September 30, 2006 and September 30,
2007. The amount assumes the pension benefit is payable at each
NEO’s earliest unreduced retirement age based upon the officer’s current
compensation.
|
6
|
All Other
Compensation consists of the following items detailed in a separate table
appearing on page 42: Matching contributions to the company’s
401(k) plan, matching contributions to SDCP, SEIP and/or DEIP, travel on
corporate aircraft, financial counseling, home security and life insurance
premiums for the Directors’ Charitable Award
Program.
|
2007
All Other Compensation Table
|
||||||||||||||||||||||||||||
Name
|
Year
|
Matching
Contributions
401(k)
|
Matching
Contributions SDCP
|
Financial
Counseling
|
Corporate Aircraft
(2)
|
Tax
Gross-Up
on Corporate Aircraft
|
Home Security
(3)
|
Director’s
Charitable Award Insurance Premiums (4)
|
Other
(5)
|
Total
All Other Compensation
|
||||||||||||||||||
J. W.
Owens
|
2007
|
$
|
13,500
|
$
|
168,672
|
$
|
4,545
|
$
|
—
|
$
|
3,660
|
$
|
919
|
$
|
30,011
|
$
|
—
|
$
|
221,307
|
|||||||||
2006
|
$
|
13,200
|
$
|
150,876
|
$
|
14,000
|
$
|
5,805
|
$
|
3,694
|
$
|
25,491
|
$
|
30,011
|
$
|
—
|
$
|
243,077
|
||||||||||
S. L.
Levenick
|
2007
|
$
|
13,500
|
$
|
62,265
|
$
|
8,000
|
$
|
—
|
$
|
464
|
$
|
919
|
$
|
—
|
$
|
—
|
$
|
85,148
|
|||||||||
2006
|
$
|
13,200
|
$
|
55,541
|
$
|
8,000
|
$
|
1,376
|
$
|
603
|
$
|
2,150
|
$
|
—
|
$
|
2,214
|
$
|
83,084
|
||||||||||
D. R.
Oberhelman
|
2007
|
$
|
13,500
|
$
|
72,726
|
$
|
4,975
|
$
|
—
|
$
|
4,795
|
$
|
4,435
|
$
|
—
|
$
|
—
|
$
|
100,431
|
|||||||||
2006
|
$
|
13,200
|
$
|
68,314
|
$
|
6,925
|
$
|
4,610
|
$
|
3,004
|
$
|
26,127
|
$
|
—
|
$
|
—
|
$
|
122,180
|
||||||||||
G. L.
Shaheen
|
2007
|
$
|
13,500
|
$
|
69,066
|
$
|
2,284
|
$
|
—
|
$
|
8,445
|
$
|
919
|
$
|
—
|
$
|
—
|
$
|
94,214
|
|||||||||
2006
|
$
|
13,200
|
$
|
68,435
|
$
|
345
|
$
|
10,042
|
$
|
6,542
|
$
|
847
|
$
|
—
|
$
|
—
|
$
|
99,411
|
||||||||||
G. R. Vittecoq
(1)
|
2007
|
N/A
|
$
|
33,047
|
$
|
10,000
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
43,047
|
||||||||||
2006
|
N/A
|
$
|
30,159
|
$
|
10,000
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
40,159
|
|||||||||||
S. H.
Wunning
|
2007
|
$
|
13,500
|
$
|
65,178
|
$
|
8,000
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
86,678
|
|||||||||
2006
|
$
|
13,200
|
$
|
57,474
|
$
|
8,000
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
78,674
|
||||||||||
D. B.
Burritt
|
2007
|
$
|
13,500
|
$
|
39,647
|
$
|
7,500
|
$
|
—
|
$
|
1,586
|
$
|
919
|
$
|
—
|
$
|
—
|
$
|
63,152
|
|||||||||
2006
|
$
|
13,200
|
$
|
29,127
|
$
|
11,000
|
$
|
—
|
$
|
—
|
$
|
2,720
|