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Caterpillar, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4561 (it'.~ .· DIVISION OF CORPORATION FINANCE March 21,2011 Chrstopher M. Reitz Senior Corporate Counsel Caterpilar Inc. 100 N .E. Adams St. Peoria, IL 61629 Re: Caterpillar Inc. Incoming letter dated January 27,2011 Dear Mr. Reitz: This is in response to your letter dated January 27,2011 concerning the shareholder proposal submitted to Caterpillar by Jewish Voice for Peace; Mercy Investment Services, Inc.; the Missionary Oblates of Mar Immaculate; the Benedictine Sisters of Virginia; the Sisters ofSt. Joseph; the Sisters ofSt. Francis of Philadelphia; the Congrégation des Soeursdes Saints Noms de Jésus et de Marie; the Benedictine Sisters of Boerne, Texas; Providence Trust; St. Scholastica Monastery;the Board of Pensions of the Presbyterian Church (USA); the Maryknoll Sisters ofSt. Dominic, Inc.; and the Loretto Community. We also have received a letter on the proponents' behalf dated March 4,2011. Our response is attached to the enclosed photocopy of your correspondence. By doirig this, we avoid having to recite or summarize the facts set forth in the correspondence. Copies of all of the correspondence also wil be provided to the proponents. In connection with this matter, your attention is directed to the enclosure, which sets forth a brief discussion of the Division's informal procedures regarding shareholder proposals. Gregory S. Belliston Special Counsel Enclosures cc: Paul M. Neuhauser i 253 North Basin Lane Siesta Key Sarasota, FL 34242 March 21, 2011 Response of the Office of Chief Counsel Division of Corporation Finance Re: Caterpilar Inc. Incoming letter dated January 27,2011 The proposal requests that the board review and amend, where applicable, the company's policies related to human rights that guide international and U.S. operations to conform more fully with international human rights and humanitarian standards and that a summary of this review be posted on the company's website. Weare unable to concur in your view that Caterpillar ma.y exclude the proposal under rule 14a-8(i)(3). We are unable to conclude that the proposal is so inherently vague or indefinite that neither the shareholders voting on the proposal, nor the company in implementing the proposal, would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires. Accordingly, we do not believe that Caterpillar may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(3). Adam F. Turk Attorney-Adviser . DIVISION OF CORPORATION FINANCE INFORMAL PROCEDURES REGARING SHARHOLDER PROPOSALS The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 (17 CFR240.14a-8), as with other matters under the proxy rules, is to aid those who must comply with the rile by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a paricular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division's staff considers the information furnished to it by the Company in support of its intention to exclude the proposals from the çompany's proxy materials, as well as any information fushed by the proponent or the proponent's representative. Although Rule 14a-8(k) does not require any communcations from shareholders to the Commission;s staff, the staffwill always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative of the statute or nile involved. The receipt by the staff of such information, however, should not be constred as changig the staffs informal procedures and proxy review into a formal or adversar procedure. It is importt to note that the staffs and Commission's no-action responses to Rule 14a-8G) submissions reflect only informal views. The determinations reached in these no- action letters do not and canot adjudicate the merits of a company's position with respect to the proposal. Only a cour such as a U.S. District Cour can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly a discretionary determnation not to recommend or tae Commission enforcement action, does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the management omit the proposal fromthe company's proxy materiaL. PAUL M. NEUHAUSER Attorney at Law (Admitted New York and Iowa) 1253 North Basin Lane Siesta Key Sarasota, FL 34242 Tel and Fax: (941) 349-6164 Email: pmneuhauser(gaol.com March 4,2011 Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Att: Gregory Belliston, Esq. Special Counsel Division of Corporation Finance Via email to shareholderproposals(fsec.gov Re: Shareholder Proposal submitted to Caterpilar Inc. Dear Sir/Madam: I have been asked by the Presbyterian Church (USA), Mercy Investment Services, Inc., the Sisters of S1. Francis of Philadelphia, the United States Province of the Missionary Oblates of Mary Immaculate, the Benedictine Sisters of Virginia, the Congregation of the Benedictine Sisters ofBoeme, Texas, the Benedictine Sisters of Mount St. Scholastica, the Sisters of St. Joseph, the Congregation of the Sisters of the Holy Names of Jesus and Mary, the Marknoll Sisters ofS1. Dominic, the Loretto Literary and Benevolent Institution, the Providence Trust and the Jewish Voice for Peace (hereinafter referred to jointly as the "Proponents"), each of whom is the beneficial owner of shares of common stock of Caterpillar Inc. (hereinafter referred to either as "CAT" or the "Company"), and who have jointly submitted a shareholder proposal to CAT, to respond to the letter dated Januar 27, 2011, sent to the Securities & Exchange Commission by the Company, in which I CAT contends that the Proponents' shareholder proposal may be excluded from the Company's year 201 1 proxy statement by virte of Rule 14a-8(i)(3). I have reviewed the Proponents' shareholder proposal, as well as the aforesaid letter sent by the Company, and based upon the foregoing, as well as upon a review of Rule 14a-8, it is my opinion that the Proponents' shareholder proposal must be included in CAT's year 2011 proxy statement and that it is not excludable by virtue of the èIted rule. The Proponents' shareholder proposal requests the Company to adopt human rights standards to guide. its operations RULE 14a-8(i)(3) THE APPLICABLE LEGAL STANDAR In Staff Legal Bulletin 14B (September 15,2004), the Staff clarified its approach to no-action requests pursuant to Rule 14a-8(i)(3). In that Bulletin, the Staff makes it perfectly clear that a registrant must do more than simply assert that a proposal is "vague or indefinite." The Staff wil permit companies to exclude proposals only where "the resolution contained in the proposal is so inherently vague or indefinite that neither the stockholders voting on the proposal, nor the company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires -- this objection also may be appropriate where the proposal and the supporting statement, when read together, have the same result." There are several elements to this standard that are worth noting: First, the company and its stockholders need not be able to determine with absolute certainty what a proposal requires -- "reasonable certainty" is the standard. Second, the proposal must be so inherently vague and indefinite that "neither" the stockholders nor the registrant's Board would be able to understand what "actions or measures the proposal requires." This standard does not mean that when they vote the shareholders need to have in mind all of the details as how the policy wil be implemented nor that the Board must be in a strait jacket when it comes time to implement an adopted proposaL. Finally, the bulletin elaborates on the registrant's 2 burden of proof under 14a-8(g), noting that the Staff wil exclude proposals on this basis "only where that company has demonstrated objectively that the proposal or statement is materially false or misleading." (Emphasis in originaL.) , A registrant cannot carr this burden of proof merely by asserting that a descriptive term lacks clarity or is subject to multiple interpretations--many plain English terms meet those descriptions. To carr its burden of proof, theregistrant would need to identify at least two interpretations of each phrase in question, rather than simply assert that it lacks clarity, and to explain how these differing interpretations would present materially different results. Instead, in the instant case, the Company merely asserts that the term "human rights" lacks clarity. THE TERM "HUMAN RIGHTS" IS NOT VAGUE There can be no doubt that the term "human rights" is a term in common parlance. For example, a search for that term on Google records 108,000,000 hits (all searches done March 4). Newspaper searches produce similar proof that the term is widely used and understood. For example a search for the term on the website of The New York Times shows that the term has been used by that newspaper some 45,727 times since 1981 (and 68,867 including earlier years). More recently it was used 638 times in the most recent 90 day period, or more than seven per day. A similar search of the website of The Wall Street Journal shows total hits for the most recent two years of 2,205 (more than 3 1/2 per day, assuming 6 papers per week)) and for the most recent 30 day period some 173 hits (almost 7 per day).
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