SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Additional Materials
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Material Pursuant to Section 240.14a-12
________________________
ALEXANDER
& BALDWIN, INC.
(Name of
Registrant as Specified in its Charter)
___________________________________
(Name of
Person(s) Filing Proxy Statement
if other
than the Registrant)
________________________
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822
Bishop Street, Honolulu, Hawaii 96813
March 12,
2009
To the
Shareholders of Alexander & Baldwin, Inc.:
You are
invited to attend the 2009 Annual Meeting of Shareholders of
Alexander & Baldwin, Inc., to be held in the Bankers Club on the 30th
Floor of the First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii, on
Thursday,
April 30, 2009 at 8:30 a.m. At the meeting, we will have the
opportunity to discuss the Company’s financial performance during 2008, and our
future plans and expectations.
Whether
or not you now plan to attend the Annual Meeting, please vote as soon as
possible. You may vote via the Internet, by telephone or by requesting a
paper proxy card to complete and return by mail. Specific instructions for
shareholders are included on a Notice of Internet Availability of Proxy
Materials being distributed to shareholders on or around March 12,
2009.
Regardless
of the size of your holding, your vote is important and your shares should be
represented. If you attend the Annual Meeting, you may withdraw your proxy and
vote in person. Thank you for your continued support of A&B.
Sincerely,
/s/ W. Allen
Doane
W. ALLEN
DOANE
Chairman of the
Board
and Chief Executive
Officer
822
Bishop Street, Honolulu, Hawaii 96813
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
The
Annual Meeting of Shareholders of Alexander & Baldwin, Inc. will be
held in the Bankers Club on the 30th Floor of the First Hawaiian Center, 999
Bishop Street, Honolulu, Hawaii, on Thursday, April 30, 2009, at
8:30 a.m., Honolulu time, to:
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1.
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Elect
nine directors to serve until the next Annual Meeting of Shareholders and
until their successors are duly elected and
qualified;
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2.
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Ratify
the appointment of the independent registered public accounting firm for
the ensuing year; and
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3.
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Transact
such other business as properly may be brought before the meeting or any
adjournment or postponement
thereof.
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The Board
of Directors has set the close of business on February 20, 2009 as the
record date for the meeting. Owners of Alexander & Baldwin, Inc. stock at
the close of business on that date are entitled to receive notice of and to vote
at the meeting.
IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE
PROMPTLY VOTE VIA THE INTERNET OR BY TELEPHONE, OR REQUEST A PAPER PROXY CARD TO
COMPLETE AND RETURN BY MAIL.
By Order of the Board
of Directors,
/s/ Alyson J.
Nakamura
ALYSON J.
NAKAMURA
Corporate
Secretary
March 12,
2009
TABLE
OF CONTENTS
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Page
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Notice
of 2009 Annual Meeting of Shareholders
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General
Information
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1
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Election
of Directors
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2
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Director
Nominees
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2
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Certain
Information Concerning the Board of Directors
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4
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Director
Independence
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4
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Board
of Directors and Committees of the Board
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4
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Nominating
Committee Processes
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5
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Corporate
Governance Guidelines
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5
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Compensation
of Directors
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6
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Director
Share Ownership Guidelines
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7
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Shareholder
Communications with Directors
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7
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Security
Ownership of Certain Shareholders
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7
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Certain
Information Regarding Directors and Executive Officers
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8
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Security
Ownership of Directors and Executive Officers
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8
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Section
16(a) Beneficial Ownership Reporting Compliance
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8
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Certain
Relationships and Transactions
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8
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Code
of Ethics
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9
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Code
of Conduct
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9
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Executive
Compensation
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10
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Compensation
Discussion and Analysis
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10
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Summary
Compensation Table
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20
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Grants
of Plan-Based Awards
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21
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Outstanding
Equity Awards at Fiscal Year-End
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23
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Option
Exercises and Stock Vested
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24
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Pension
Benefits
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24
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Non-Qualified
Deferred Compensation
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26
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Other
Potential Post-Employment Payments
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26
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Compensation
Committee Report
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29
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Audit
Committee Report
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29
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Ratification
of Appointment of Independent Registered Public Accounting
Firm
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30
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Other
Business
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30
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Shareholder
Proposals for 2010
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31
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822
Bishop Street, Honolulu, Hawaii 96813
PROXY
STATEMENT
GENERAL
INFORMATION
The Board of
Directors of Alexander & Baldwin, Inc. (“A&B” or the “Company”) is
soliciting proxies for the Annual Meeting of Shareholders to be held on
April 30, 2009 and at any adjournment or postponement of the meeting (the
“Annual Meeting”).
In accordance with
rules and regulations adopted by the U.S. Securities and Exchange Commission
(“SEC”), instead of mailing a printed copy of our proxy materials to each
stockholder of record, we are now furnishing proxy materials on the
Internet. You will not receive a printed copy of the proxy materials,
unless you request it. If you would prefer to receive printed proxy
materials, please follow the instructions for requesting such materials as
contained in the Notice of Internet Availability of Proxy Materials. This new
process is designed to expedite stockholders' receipt of proxy materials, lower
the cost of the Annual Meeting and help conserve natural
resources.
On or around
March 12, 2009, we mailed to our stockholders (other than those who previously
requested electronic or paper delivery) a Notice of Internet Availability of
Proxy Materials, which contains instructions as to how you may access and review
on the Internet all of our proxy materials, including this Proxy Statement, and
our 2008 Annual Report on Form 10-K. The Notice of Internet
Availability of Proxy Materials also instructs you as to how you may vote your
proxy on the Internet.
Only
shareholders of record at the close of business on February 20, 2009 are
entitled to notice of and to vote at the Annual Meeting. On that date, there
were 41,025,935 shares of common stock outstanding, without par value, each of
which is entitled to one vote. Provided a quorum is present, the affirmative
vote of a majority of the shares of A&B common stock represented at the
Annual Meeting, in person or by proxy, will be necessary for the election of
directors and the ratification of the appointment of the independent registered
public accounting firm. Abstentions and broker non-votes will be included for
purposes of determining a quorum at the Annual Meeting. Broker non-votes will
have the same effect as a vote to withhold authority in the election of
directors, and abstentions and broker non-votes will have the same effect as a
vote against the ratification of the independent registered public accounting
firm.
Following the
original distribution of proxy soliciting material, officers, employees and
directors of A&B and its subsidiaries may solicit proxies by telephone or by
other appropriate means. Arrangements also will be made with brokerage houses
and other custodians, nominees and fiduciaries that are record holders of
A&B’s common stock to forward proxy soliciting material to the beneficial
owners of the stock, and A&B will reimburse those record holders for their
reasonable expenses. A&B has retained the firm of Morrow & Co.,
Inc. to assist in the solicitation of proxies, at a cost of $9,500 plus
reasonable out-of-pocket expenses.
A proxy may be
revoked at any time prior to its exercise by a written revocation bearing a
later date than the proxy and filed with the Corporate Secretary of A&B, by
submission of a later-dated proxy or subsequent Internet or telephonic proxy, or
by voting in person at the Annual Meeting.
This Proxy Statement
and our 2008 Annual Report on Form 10-K have been made available to shareholders
on the Internet on or about March 12, 2009.
ELECTION
OF DIRECTORS
Directors
will be elected at the Annual Meeting to serve until the next Annual Meeting of
Shareholders and until their successors are duly elected and qualified. There is
no cumulative voting in the election of directors.
Director
Nominees. The nominees of the Board of Directors are the nine persons
named below, all of whom currently are members of the Board of Directors. The
Board of Directors believes that all nominees will be able to serve. However, if
any nominee or nominees should decline or become unable to serve for any reason,
shares represented by the accompanying proxy will be voted for the person or
persons nominated by the Board of Directors to replace such
nominee.
The
following table provides the name, age (as of March 31, 2009) and principal
occupation of each person nominated by the A&B Board, their business
experience during at least the last five years, and the year each first was
elected or appointed a director.
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Name
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Principal
occupation, information as to other positions
with
A&B, and other directorships
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Age
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Director
since
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W.
Blake Baird
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Managing
Partner and Co-Founder, Terreno Capital Partners LLC (real estate
investment), since September 2007; President of AMB Property Corporation
(“AMB”), San Francisco, California (real estate investment trust) from
January 2000 to December 2006; Director of AMB from May 2001 to December
2006.
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48
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2006
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Michael
J. Chun
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President
and Headmaster, The Kamehameha Schools, Kapalama Campus, Honolulu, Hawaii
(educational institution) since June 1988; Director of Bank of Hawaii
Corporation.
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65
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1990
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W.
Allen Doane
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Chairman
of the Board of A&B since April 2006; Chief Executive Officer of
A&B since October 1998; President of A&B from October 1998 through
September 2008; Chairman of the Board of A&B’s subsidiary, Matson
Navigation Company, Inc. (“Matson”), from April 2006 through September
2008 and from July 2002 to January 2004; Vice Chairman of the Board of
Matson from January 2004 to April 2006 and from December 1998 to July
2002; Director of First Hawaiian Bank, banking subsidiary of BancWest
Corporation.
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61
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1998
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Walter
A. Dods, Jr.
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Non-Executive
Chairman of the Board of Hawaiian Telcom Communications, Inc. (“Hawaiian
TelCom”) (telecommunications) since May 2008; Non-Executive Chairman of
the Board of First Hawaiian Bank, a subsidiary of BancWest Corporation
(formerly known as First Hawaiian, Inc. prior to a 1998 merger), Honolulu,
Hawaii (banking) from January 2005 through December 2008; Non-Executive
Chairman of the Board of BancWest Corporation from January 2005 through
December 2007; Chairman of the Board and Chief Executive Officer of
BancWest Corporation and First Hawaiian Bank, from September 1989
through December 2004; Director of BancWest Corporation and its banking
subsidiaries, First Hawaiian Bank and Bank of the West; Director of Maui
Land & Pineapple Company, Inc. Lead Independent Director of
A&B since April 2006.
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67
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1989
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Charles
G. King
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President
and Dealer Principal, King Auto Center, Lihue, Kauai, Hawaii (automobile
dealership) since October 1995; Dealer Principal, King Windward Nissan,
Kaneohe, Oahu, Hawaii (automobile dealership) since February 1999; Dealer
Principal, King Infiniti of Honolulu (automobile dealership) since April
2004.
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63
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1989
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Constance
H. Lau
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President,
Chief Executive Officer and Director of Hawaiian Electric Industries, Inc.
(“HEI”), Honolulu, Hawaii (electric utility/banking) since May 2006;
Chairman of the Boards and Director of American Savings Bank, F.S.B.
(“ASB”) and Hawaiian Electric Company, Inc., subsidiaries of HEI, since
May 2006; Chief Executive Officer of ASB since June 2001; President of ASB
from June 2001 to February 2008.
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57
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2004
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Douglas
M. Pasquale
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President
and Chief Executive Officer of Nationwide Health Properties, Inc. (“NHP”),
Newport Beach, California (healthcare real estate investment trust) since
April 2004; Director of NHP since November 2003; Executive Vice President
and Chief Operating Officer of NHP from November 2003 to April 2004;
Chairman of the Board and Chief Executive Officer of ARV Assisted Living,
Inc. from December 1999 to September 2003; President and Chief Executive
Officer of Atria Senior Living Group from April 2003 to September
2003.
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54
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2005
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Maryanna
G. Shaw
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Private
investor.
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70
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1980
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Jeffrey
N. Watanabe
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Of
Counsel, Watanabe Ing LLP (“WI”), Honolulu, Hawaii (attorneys at law)
since July 2007, Partner, WI, from 1971 to June 2007; Director of HEI;
Non-Executive Chairman of the Board of HEI since May 2006.
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66
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2003
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The
Bylaws of A&B provide that no person (other than a person nominated by or on
behalf of the Board) will be eligible to be elected a director at an annual
meeting of shareholders unless a written shareholder’s notice in proper form
that the person’s name be placed in nomination is received by the Chairman of
the Board, the President, or the Corporate Secretary of A&B not less than
120 days nor more than 150 days prior to the anniversary date of the immediately
preceding annual meeting. If the annual meeting is not called for a date which
is within 25 days of the anniversary date of the preceding annual meeting, a
shareholder’s notice must be given not later than 10 days after the date on
which notice of the annual meeting was mailed or public disclosure of the date
of the annual meeting was made, whichever occurs first. To be in proper written
form, a shareholder’s notice must include specified information about each
nominee and the shareholder making the nomination. The notice also must be
accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.
Separate
procedures have been established for shareholders to submit director candidates
for consideration by the Nominating and Corporate Governance Committee. These
procedures are described below under the subsection “Nominating Committee
Processes.”
CERTAIN
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Director
Independence. The Board has reviewed each of its current directors and
has determined that all such persons, with the exception of Mr. Doane, who
is an executive officer of A&B, are independent under New York Stock
Exchange (“NYSE”) rules. In making its independence determinations, the Board
considered the following transactions, relationships or arrangements not
otherwise disclosed elsewhere in this Proxy Statement: Dr. Chun
- -- the purchase of a condominium unit from an A&B subsidiary at the market
price, a leasing relationship and a property development relationship between a
joint venture in which a subsidiary of A&B is a member and Kamehameha
Schools, an entity with which Dr. Chun is employed; and A&B’s banking
relationships with Bank of Hawaii, an entity of which Dr. Chun is a
director; Mr. Dods – A&B’s banking relationships with First Hawaiian
Bank, an entity of which Mr. Dods was Non-Executive Chairman of the Board
until his retirement as Chairman in December 2008 (he remains a director of
First Hawaiian Bank); and Mr. Watanabe – A&B’s banking relationships
with American Savings Bank, an entity of which Mr. Watanabe is a director,
and which is a subsidiary of HEI, an entity of which Mr. Watanabe is
Non-Executive Chairman of the Board, and electricity sales by a division of
A&B to a subsidiary of HEI.
Board
of Directors and Committees of the Board. The Board of Directors held ten
meetings during 2008. In conjunction with four of these meetings, the
non-management directors of A&B met in formally-scheduled executive
sessions, led by the Lead Independent Director. In 2008, all directors were
present for at least 75 percent of the meetings of the A&B Board of
Directors and Committees of the Board on which they serve, and eight of the nine
directors were present at 100 percent of such meetings. The Board of Directors
has an Audit Committee, a Compensation Committee, and a Nominating and Corporate
Governance Committee. Each of the Audit, Compensation and Nominating
and Corporate Governance Committees is governed by a charter, copies of which
are available on the corporate governance page of A&B’s corporate website at
www.alexanderbaldwin.com
and are available in print upon request addressed to Alexander & Baldwin,
Inc., 822 Bishop Street, Honolulu, Hawaii 96813, Attention: Corporate
Secretary.
Audit
Committee: The current members of the Audit Committee, which
held six meetings during 2008, are Mr. Pasquale, Chairman, Mr. Baird,
Mr. Dods and Ms. Lau, each of whom is an independent director under
the applicable NYSE listing standards and SEC rules and regulations. All four
members of the Audit Committee have been determined by the Board of Directors to
be audit committee financial experts under the rules of the SEC. The duties and
responsibilities of the Audit Committee are set forth in a written charter
adopted by the Board of Directors, and are summarized in the Audit Committee
Report which appears in this Proxy Statement.
Compensation
Committee: The current members of the Compensation Committee,
which held five meetings during 2008, are Mr. King, Chairman,
Dr. Chun, Ms. Shaw and Mr. Watanabe, each of whom is an
independent director under the applicable NYSE listing standards. The
Compensation Committee has general responsibility for management and other
salaried employee compensation and benefits, including incentive compensation
and stock incentive plans, and for making recommendations on director
compensation to the Board.
The
following are the processes and procedures performed by the Compensation
Committee:
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Reviews
the Company’s compensation, benefit and incentive plans, and, if
appropriate, adopts or recommends to the Board the adoption of new plans
or amendments or termination of existing
plans.
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Approves
the granting of any stock option, stock grant, stock appreciation right or
other equity-based awards, or deferred compensation under incentive
plans.
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Initiates
the performance appraisal process by which the Compensation Committee and
the independent directors evaluate the performance of the Chief Executive
Officer (“CEO”) and the independent directors approve the CEO’s base
compensation level.
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Approves
the compensation of executive officers of the Company, other than the base
compensation of the CEO.
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Evaluates
and recommends to the Board the appropriate level of compensation for
Board and Committee service by non-employee members of the
Board.
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The
Compensation Committee may form subcommittees and delegate such power and
authority as the Committee deems appropriate. However, no subcommittee may have
fewer than two members and the Committee may not delegate to a subcommittee any
power or authority required by any law, regulation or listing standard to be
exercised by the Committee as a whole. Certain authorities have been delegated
to the CEO regarding the approval of base compensation of non-executive
officers, administration of certain small non-executive sales commission and
incentive plans and exceptions to eligibility, and minor adjustments to target
opportunities and adjustments to individual goals under the A&B Annual
Incentive Plan.
In 2008,
the Company’s Compensation Committee retained the independent consulting firm
Watson Wyatt Worldwide (“Watson Wyatt”) to assist the Committee in various
compensation matters, as described in the Compensation Discussion and Analysis
section of this Proxy Statement.
The role
of executive officers in executive compensation is described in the Compensation
Discussion and Analysis section of this Proxy Statement. Executive officers are
not involved in determining director compensation.
Nominating
and Corporate Governance Committee: The current members of the
Nominating and Corporate Governance Committee (the “Nominating Committee”),
which held three meetings in 2008, are Mr. Dods, Chairman, Dr. Chun
and Ms. Shaw, each of whom is an independent director under the applicable
NYSE listing standards. The functions of the Nominating Committee include
identifying and recommending to the Board individuals qualified to serve as
directors of A&B; recommending to the Board the size of committees of the
Board and monitoring the functioning of the committees; advising on Board
composition and procedures; reviewing corporate governance principles and other
corporate governance issues; and overseeing the annual evaluation of the Board,
ensuring that an evaluation of management is occurring and evaluating the
Nominating Committee’s performance.
Nominating
Committee Processes. The Nominating Committee identifies potential
nominees by asking current directors to notify the Nominating Committee if they
become aware of qualified persons who might be available to serve on the Board.
The Nominating Committee also, from time to time, engages firms that specialize
in identifying director candidates.
The
Nominating Committee also will consider director candidates recommended by
shareholders. In considering such candidates, the Nominating Committee will take
into consideration the needs of the Board and the qualifications of the
candidate. The Nominating Committee may also take into consideration the number
of shares held by the recommending shareholder and the length of time that such
shares have been held. To have a candidate considered by the Nominating
Committee, a shareholder must submit a written recommendation that includes the
name of the shareholder, evidence of the shareholder’s ownership of A&B
stock (including the number of shares owned and the length of time of
ownership), the name of the candidate, the candidate’s résumé or a listing of
his or her qualifications to be a director of A&B and the candidate’s
consent to be named as a nominee if recommended by the Nominating Committee and
nominated by the Board for approval by the shareholders.
The
shareholder recommendation and information described above must be sent to the
Corporate Secretary at 822 Bishop Street, Honolulu, Hawaii, 96813 and must be
received not less than 120 days before the anniversary of the date on which
A&B’s Proxy Statement was released to shareholders in connection with the
previous year’s annual meeting.
The
Nominating Committee believes that the minimum qualifications for serving as a
director of A&B are that a nominee demonstrate high ethical standards, a
commitment to shareholders, a genuine interest in A&B and a willingness and
ability to devote adequate time to a director’s duties. The Nominating Committee
also may consider other factors that it deems to be in the best interests of
A&B and its shareholders, such as business experience, financial expertise
and group decision-making skills.
Once a
potential candidate has been identified by the Nominating Committee, the
Nominating Committee collects and reviews information regarding the person to
determine whether the person should be considered further. If appropriate, the
Nominating Committee may request information from the candidate, review the
person’s accomplishments, qualifications and references, and conduct interviews
with the candidate. The Nominating Committee’s evaluation process does not vary
based on whether or not a candidate is recommended by a
shareholder.
Corporate
Governance Guidelines. The Board of Directors has adopted Corporate
Governance Guidelines to assist the Board in the exercise of its
responsibilities and to promote the more effective functioning of the Board and
its committees. The guidelines provide details on matters such
as:
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Goals
and responsibilities of the Board
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·
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Selection
of directors, including the Chairman of the Board and Lead Independent
Director
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·
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Board
membership criteria and director retirement
age
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·
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Stock
ownership guidelines
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·
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Director
independence, and executive sessions of non-management
directors
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·
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Board
self-evaluation
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·
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Board
compensation
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·
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Board
access to management and outside
advisors
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·
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Board
orientation and continuing
education
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·
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Leadership
development – annual evaluations of the CEO and management succession
plans
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The full
text of the A&B Corporate Governance Guidelines is available on the
corporate governance page of A&B’s corporate website at
www.alexanderbaldwin.com and is available in print upon request addressed to
Alexander & Baldwin, Inc., 822 Bishop Street, Honolulu, Hawaii 96813,
Attention: Corporate Secretary.
Compensation
of Directors. The following table summarizes the cash and non-cash
compensation paid by A&B to directors for services rendered during
2008.
|
2008
DIRECTOR COMPENSATION
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|||||||
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Name
|
Fees
Earned
or
Paid
in
Cash
($)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive Plan Compen-
sation
($)
|
Change
in Pension Value and Nonquali-fied Deferred
Compen-
sation
Earnings
($)(3)
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All
Other Compen-
sation
($)
(4)
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Total
($)
|
|
(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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W.
Blake Baird
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67,800
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56,773
|
0
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N/A
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N/A
|
0
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124,573
|
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Michael
J. Chun
|
72,000
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56,773
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48,154
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N/A
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0
(5)
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120
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177,047
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Walter
A. Dods, Jr.
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101,000
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56,773
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48,154
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N/A
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0
(6)
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3,000
|
208,927
|
|
Charles
G. King
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75,000
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56,773
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48,154
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N/A
|
1,711
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1,000
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182,638
|
|
Constance
H. Lau
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69,000
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56,773
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48,154
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N/A
|
N/A
|
0
|
173,927
|
|
Douglas
M. Pasquale
|
81,000
|
56,773
|
48,154
|
N/A
|
N/A
|
0
|
185,927
|
|
Maryanna
G. Shaw
|
67,800
|
56,773
|
48,154
|
N/A
|
0
(7)
|
0
|
172,727
|
|
Jeffrey
N. Watanabe
|
67,500
|
56,773
|
48,154
|
N/A
|
N/A
|
500
|
172,927
|
|
(1)
|
Represents
the dollar value of a proportional amount of the 1,837 and 1,894
restricted stock units granted via the A&B 2007 Incentive Compensation
Plan in 2007 and 2008, respectively, to each director and expensed under
SFAS No. 123R, based on the closing price of the Company’s stock on the
date of the grant. The grant date fair value for each restricted stock
unit award in both years approximated $100,000. Each director had 3,119
restricted stock units outstanding at the end of
2008.
|
|
(2)
|
Represents
the dollar value of a proportional amount of options expensed under SFAS
No. 123R granted via the A&B 1998 Non-Employee Director Stock Option
Plan based on the Black Scholes value on the date of each grant. See Note
11 of the consolidated financial statements of the Company’s 2008 Annual
Report on Form 10-K regarding the assumptions underlying valuation of
equity awards. There were no options granted in 2008 or 2007. The
aggregate number of stock option awards outstanding at the end of 2008 for
each director is as follows: Mr. Baird – 0 shares;
Dr. Chun – 36,515 shares; Messrs. Dods and King – 39,000 shares
each; Ms. Lau and Ms. Shaw – 24,000 shares each;
Mr. Pasquale – 16,000 shares; and Mr. Watanabe – 27,000
shares.
|
|
(3)
|
All
amounts are attributable to the aggregate change in the actuarial present
value of the director’s accumulated benefit under a defined benefit
pension plan.
|
|
(4)
|
Represents
charitable contributions under the matching gifts program described below
on page 7.
|
|
(5)
|
The
change in pension value was a decrease of
$7,776.
|
|
(6)
|
The
change in pension value was a decrease of
$23,087.
|
|
(7)
|
The
change in pension value was a decrease of
$21,219.
|
Outside
directors received an annual cash retainer of $33,000. Messrs. King and
Dods received an additional annual retainer fee of $7,500 for serving as
Chairpersons of the Compensation Committee and the Nominating Committee,
respectively, and Mr. Pasquale received an additional annual retainer fee
of $12,000 for serving as Chairperson of the Audit Committee. Mr. Dods
received an additional annual retainer fee of $20,000 for serving as the Lead
Independent Director. Outside directors received an attendance fee of $1,500 per
Board meeting and, in addition, attendance fees of $1,500 per committee meeting.
All directors of A&B served as directors of A&B’s Matson subsidiary and,
in such capacities, outside directors received attendance fees of $1,200 per
Matson Board meeting. Directors who are employees of A&B or its
subsidiaries do not receive compensation for serving as directors. Outside
directors may defer half or all of their annual cash retainer and meeting fees
until retirement or until a later date they may select; no directors have
deferred any of these fees.
Under the
terms of the Alexander & Baldwin, Inc. 2007 Incentive Compensation Plan
(“2007 Plan”), an automatic grant of $100,000 in restricted stock units is given
to each director who is elected or reelected as an outside director of A&B
at each Annual Meeting of Shareholders. The award vests in equal increments over
three years. Outside directors may defer $10,000 - $100,000 of their
vested shares until cessation of board service, the fifth anniversary of the
award date, or whichever is earlier. Two directors have elected to make such a
deferral.
Under
A&B’s retirement plan for directors, a director with five or more years of
service will receive a lump-sum payment upon retirement or attainment of age 65,
whichever is later (but in no event later than the date of the first annual
meeting of shareholders after the director attains age 72), that is actuarially
equivalent to a payment stream for the life of the director consisting of 50
percent of the amount of the annual retainer fee in effect at the time of his or
her retirement or other termination, plus 10 percent of that amount, up to an
additional 50 percent, for each year of service as a director over five years.
Effective December 31, 2004, these retirement benefits were frozen based on
a director’s service and retainer on that date and no further benefits accrue
for subsequent periods.
Directors
have business travel accident coverage of $200,000 for themselves and $50,000
for their spouses while accompanying directors on A&B business. They also
may participate in the Company’s matching gifts program, in which the Company
matches contributions to qualified cultural and educational organizations up to
a maximum of $3,000 for each director annually.
Director
Share Ownership Guidelines. The Board has adopted a “Share Ownership
Guideline Policy” for itself, encouraging each non-employee director to own
A&B common stock (including restricted stock units) with a value of five
times the amount of the current cash retainer of $33,000 or three thousand
(3,000) shares. Directors will endeavor to obtain the specified amount of shares
by April 1, 2010, or within five years of becoming a director, whichever period
is later. All non-employee directors have met the established
guidelines.
Shareholder
Communications with Directors.
Shareholders may contact any member (or all members) of the Board by
mail. To communicate with the Board of Directors, correspondence should be
addressed to the Board of Directors or any one or more individual directors or
group or committee of directors by either name or title. All such correspondence
should be sent “c/o A&B Law Department” at A&B’s headquarters at 822
Bishop Street, Honolulu, Hawaii 96813.
All
communications received as described above will be opened by the A&B Law
Department for the sole purpose of determining whether the contents constitute a
communication to A&B’s directors. Any contents that are not in the nature of
advertising, promotions of a product or service, or patently offensive material
will be forwarded promptly to the director or directors to whom it is addressed.
In the case of communications to the Board or to any group of directors, the
A&B Law Department will make sufficient copies of the contents to send to
each addressee.
In
addition, it is A&B policy that directors are invited and strongly
encouraged to attend the Annual Meeting of Shareholders. All of the directors
attended the 2008 Annual Meeting.
SECURITY
OWNERSHIP OF CERTAIN SHAREHOLDERS
The
following table lists the names and addresses of the only shareholders known by
A&B on February 20, 2009 to have owned beneficially more than five
percent of A&B’s common stock outstanding, the number of shares they
beneficially own, and the percentage of outstanding shares such ownership
represents, based upon the most recent reports filed with the SEC. Except as
indicated in the footnotes, such shareholders have sole voting and dispositive
power over shares they beneficially own.
|
Name
and Address
of
Beneficial Owner
|
Amount
of
Beneficial
Ownership
|
Percent
of
Class
|
|
Barclays
Global Investors, NA
400
Howard Street
San
Francisco, CA 94105
|
2,265,455
(a)
|
5.5%
|
|
Third
Avenue Management LLC
622
Third Avenue, 32nd
Floor
New
York, NY 10017
|
2,182,260
(b)
|
5.3%
|
|
(a)
|
As
reported in the Schedule 13G dated February 6, 2009 (the “Barclays
13G”) filed with the SEC. According to the Barclays 13G, Barclays Global
Investors, NA, Barclays Global Fund Advisors, Barclays Global Investors,
Ltd. and Barclays Global Investors Canada Limited, have, in the aggregate,
sole voting power over 1,845,253 shares, sole dispositive power over all
2,265,455 shares, and does not have shared voting or shared dispositive
power over any shares.
|
|
(b)
|
As
reported in the Schedule 13G dated February 13, 2009 (the “Third
Avenue 13G”) filed with the SEC. According to the Third Avenue 13G, Third
Avenue Management LLC has sole voting power and sole dispositive power
over all 2,182,260 shares, and does not have shared voting or dispositive
power over any shares.
|
CERTAIN
INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
Security Ownership of Directors and Executive Officers.
The following table shows the number of shares of A&B common stock
beneficially owned as of February 20, 2009 by each director and nominee, by
each executive officer named in the “Summary Compensation Table” below, and by
directors, nominees and executive officers as a group and, if at least one-tenth
of one percent, the percentage of outstanding shares such ownership represents.
Except as indicated in the footnotes, directors, nominees and executive officers
have sole voting and dispositive power over shares they beneficially
own.
|
Name
or Number
in
Group
|
Number
of
Shares
Owned
(a)(b)(c)
|
Stock
Options
(d)
|
Total
|
Percent
of
Class
|
|
W.
Blake Baird
|
3,262
|
0
|
3,262
|
--
|
|
Michael
J. Chun
|
9,379
|
33,848
|
43,227
|
0.1
|
|
W.
Allen Doane
|
266,423
|
561,586
|
828,009
|
2.0
|
|
Walter
A. Dods, Jr.
|
46,331
|
36,333
|
82,664
|
0.2
|
|
Charles
G. King
|
15,697
|
36,333
|
52,030
|
0.1
|
|
Constance
H. Lau
|
1,612
|
21,333
|
22,945
|
--
|
|
Douglas
M. Pasquale
|
5,962
|
13,333
|
19,295
|
--
|
|
Maryanna
G. Shaw
|
266,597
|
21,333
|
287,930
|
0.7
|
|
Jeffrey
N. Watanabe
|
1,830
|
24,333
|
26,163
|
--
|
|
Christopher
J. Benjamin
|
39,125
|
62,503
|
101,628
|
0.2
|
|
James
S. Andrasick
|
110,674
|
90,222
|
200,896
|
0.5
|
|
Stanley
M. Kuriyama
|
94,236
|
156,304
|
250,540
|
0.6
|
|
Matthew
J. Cox
|
20,026
|
27,416
|
47,442
|
0.1
|
|
20
Directors,
Nominees
and
Executive
Officers
as
a Group
|
979,824
|
1,182,137
|
2,161,961
|
5.1
|
|
(a)
|
Amounts
do not include shares owned by spouses of those directors and executive
officers who disclaim beneficial ownership thereof, as follows:
Ms. Shaw – 17,121 shares. Amounts do not include shares beneficially
owned in a fiduciary capacity by trust companies or the trust departments
of banks of which A&B directors are trustees or directors, including
as follows: BancWest Corporation – 160,884 shares, Bank of
Hawaii – 500,799 shares, The Wallace Alexander Gerbode Foundation, of
which Ms. Shaw is a trustee – 40,000 shares, and the William Garfield
King Educational Trust, of which Mr. King is a trustee – 400
shares. Amounts include 20,000 shares held in a trust by the
spouse of Mr. Benjamin.
|
|
(b)
|
Amounts
include shares as to which directors, nominees and executive officers have
(i) shared voting and dispositive power, as
follows: Mr. Baird – 3,262 shares, Dr. Michael Chun –
8,060 shares, Mr. King – 685 shares, Ms. Lau – 700 shares,
Mr. Pasquale – 5,962 shares, Ms. Shaw – 18,248 shares, and
directors, nominees and executive officers as a group – 40,396 shares and
(ii) sole voting power only: directors, nominees and
executive officers as a group – 187
shares.
|
|
(c)
|
12,012
shares owned by Mr. King and 200,000 shares owned by Ms. Shaw are held in
margin accounts at a brokerage
firm.
|
|
(d)
|
Amounts
reflect shares deemed to be owned beneficially by directors, nominees and
executive officers because they may be acquired prior to April 21,
2009 through the exercise of stock options. Amounts do not
include 251,301 restricted stock units that have been granted to the
directors and executive officers as a group that may not be acquired prior
to April 21, 2009.
|
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange
Act”) requires A&B’s directors and executive officers, and persons who own
more than 10 percent of its common stock, to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the SEC. A&B believes
that during fiscal 2008, its directors and executive officers filed all reports
required to be filed under Section 16(a) on a timely
basis.
Certain
Relationships and Transactions. A&B has adopted a written policy
under which the Audit Committee must pre-approve all related person transactions
that are disclosable under SEC Regulation S-K, Item 404(a). Prior to entering
into a transaction with A&B, directors and executive officers (and their
family members) must make full disclosure of all facts and circumstances to the
Law Department. The Law Department then determines whether such transaction or
arrangement requires the approval of the Audit Committee. The Audit Committee
considers all of the relevant facts and circumstances available, including (if
applicable) but not limited to: the benefits to the Company; the impact on a
director’s independence in the event the person in question is a director, an
immediate family member of a director or an entity in which a director is a
partner, shareholder or executive officer; the availability of other sources for
comparable products or services; the terms of the transaction; and the terms
available to unrelated third parties or to employees generally. The Audit
Committee will approve only those related person transactions that are in, or
are not inconsistent with, the best interests of the Company and its
stockholders.
The Audit
Committee has established written procedures to address situations when
approvals need to be sought between meetings. Whenever possible, proposed
related person transactions will be included as an agenda item at the next
scheduled Audit Committee meeting for review and approval. However, if it
appears that a proposed related person transaction will occur prior to the next
scheduled Audit Committee meeting, approval will be sought from Audit Committee
members between meetings via fax, e-mail or written correspondence. Approval by
a majority of the Committee members will be sufficient to approve the related
person transaction. If a related person transaction is approved in this manner,
the action will be reported at the next Audit Committee meeting.
Walter A.
Dods, Jr., a director of A&B, owns an approximately 29 percent interest in a
corporation that, in 2007, purchased a company that previously had entered into
a ten-year commercial lease (with two five-year renewal options) at market rates
with a subsidiary of A&B. The amount of gross rent paid in 2008 was $162,606
and the remaining aggregate net rent obligation under the lease, which term
expires in October 2017, is $1,240,900.
Constance H.
Lau, a director of A&B, is President, Chief Executive Officer and Director
of HEI, as well as Chairman of the Board and Chief Executive Officer of American
Savings Bank, F.S.B., a subsidiary of HEI. A&B and its subsidiaries have a
number of relationships with American Savings Bank, including:
American
Savings Bank (i) has a 10.8 percent participation in A&B’s $225
million revolving credit and term loan agreement, of which, in 2008, the largest
aggregate amount of principal outstanding was $149,000,000; $184,000,000 and
$1,968,393 were paid in principal and interest, respectively; and $70,000,000
was outstanding on February 20, 2009, with interest payable on a sliding
scale at rates between 0.225 percent to 0.475 percent (based on A&B’s
current credit rating) plus LIBOR, (ii) has a 10.8 percent participation in
Matson’s $100 million revolving credit and term loan agreement (such loan being
linked to the $225 million facility described in (i) above), of which, in 2008,
there were no amounts outstanding and no principal or interest paid, and
$60,000,000 was outstanding on February 20, 2009, with interest payable on
a sliding scale at rates between 0.225 percent to 0.475 percent (based on
Matson’s current credit rating) plus LIBOR, (iii) is a commercial tenant
in certain property owned by an A&B subsidiary, under a lease with a term
that expires in December 2017, with aggregate gross rent in 2008 of $67,560, and
aggregate net rent from and after January 1, 2009 of $482,188, and
(iv) is a holdover lessee in A&B’s Mililani Shopping Center with a
month-to-month lease for a net monthly rent of $9,720 and is a holdover lessee
and licensee in A&B’s Maui Mall Shopping Center, with a month-to-month lease
and a month-to-month license for a net monthly rent of $800 and $1,800 per
month, respectively.
In 2008,
an A&B division sold electricity that it had produced to Maui Electric
Company, Inc., an HEI subsidiary, in the amount of approximately
$23,751,000.
Ms. Lau’s
spouse is the President and Chief Executive Officer of Finance Enterprises,
Ltd., a Hawaii-based financial institution. Subsidiaries of Finance Enterprises
have two commercial leases with a subsidiary of A&B, with terms expiring in
September 2010 and November 2012, with aggregate gross rents in 2008 of
$178,565, and aggregate net rents from and after January 1, 2009 of
$386,901.
The
brother of Matthew J. Cox, President of Matson, is an officer in a company
from which Matson leases transportation equipment. The aggregate amount paid
under the lease in 2008 was $2,022,300, and the remaining aggregate rental
obligation, which expires in July 2011, is $1,962,072.
Code
of Ethics.
A&B has adopted a Code of Ethics (the “Code”) that applies to the
CEO, Chief Financial Officer (“CFO”) and Controller. A copy of the Code, along
with copies of Codes of Conduct applicable to all directors,
officers and employees of A&B, is posted on the corporate
governance page of A&B’s corporate website, www.alexanderbaldwin.com,
and is available in print upon request addressed to Alexander & Baldwin,
Inc., 822 Bishop Street, Honolulu, Hawaii 96813, Attention: Corporate
Secretary. A&B intends to satisfy any disclosure requirements under
Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a
provision of the Code by posting such information on its
website.
Code of Conduct.
A&B has adopted a Code of Conduct, which is posted on the corporate
governance page of A&B’s corporate website, www.alexanderbaldwin.com,
and is available in print upon request addressed to Alexander & Baldwin,
Inc., 822 Bishop Street, Honolulu, Hawaii 96813, Attention: Corporate
Secretary.
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis (“CD&A”)
The
CD&A addresses A&B’s compensation practices for 2008 for the five
executive officers named in the Summary Compensation Table below (collectively,
the “Named Executive Officers” or “NEOs”).
Compensation
Overview
Compensation
Philosophy and Objectives. The Company seeks to align its objectives with
shareholder interests through a compensation program that attracts, motivates
and retains outstanding executives, and rewards outstanding performance. To
achieve this, the Company uses the following pay elements (described in further
detail under “Pay Elements” below):
|
·
|
Salary,
|
|
·
|
Annual
cash incentives,
|
|
·
|
Equity-based
incentives,
|
|
·
|
Health
and welfare benefits,
|
|
·
|
Retirement
benefits,
|
|
·
|
Severance
Plan and Change in Control agreements,
and
|
|
·
|
Executive
perquisites.
|
Target
Compensation Percentiles. To achieve the Company’s compensation
philosophy, the Compensation Committee has set target compensation percentiles
as follows:
|
·
|
Cash
compensation at or about the 50th
percentile of competitive survey data (described in detail under “The Role
of Survey Benchmarking”).
|
|
·
|
Total
direct compensation (salary, annual incentives at target and long-term
incentives) at or about the 60th
percentile.
|
|
·
|
Total
compensation (total direct compensation, plus health and welfare benefits,
retirement benefits and perquisites) at or about the 60th
percentile.
|
Actual
compensation may be higher or lower, depending on Company and individual
performance.
The
Company’s target compensation percentiles reflect the highly competitive and
unique businesses and geographies in which it competes. Attracting and retaining
top talent in these businesses and geographic segments, particularly Hawaii and
the San Francisco Bay Area, where the high cost of living and competitive job
market normally challenge the Company’s staffing efforts, remain difficult.
Notwithstanding the challenging environment, A&B has been able to
successfully compete for talent with its current target compensation levels. In
2008, a competitive assessment of salary, target annual and target long-term
incentives for Company executives was conducted and found that salaries and
target total cash compensation are at about the 40th
percentile and total direct compensation is at about the 50th
percentile of competitive practices. While this is below the
established compensation philosophy, the Committee believes this is appropriate
at this time given the economic environment.
Combination
of Pay Elements. The Company’s target compensation percentiles, described
above, result in a program that places greater emphasis on performance-based
compensation and also focuses on long-term talent retention. The Committee
believes that this is consistent with one of its key compensation objectives,
which is to align management interests with shareholder
interests. The Compensation Committee places more emphasis on
incentive compensation than competitive practice, as shown in the table
below. The Committee believes this philosophy provides the greatest
benefit to shareholders.
Percentage
of Target Total Direct Compensation Provided by Each Pay Element
|
NEO
|
A&B
NEOs
|
Competitive
|
||||
|
Salary
|
Annual
Incentives
|
Long-Term
Incentives
|
Salary
|
Annual
Incentives
|
Long-Term
Incentives
|
|
|
Mr.
Doane
|
18%
|
13%
|
69%
|
21%
|
19%
|
60%
|
|
Mr.
Benjamin
|
29%
|
17%
|
54%
|
35%
|
21%
|
44%
|
|
Mr.
Andrasick
|
31%
|
17%
|
52%
|
33%*
|
22%*
|
45%*
|
|
Mr.
Kuriyama
|
28%
|
17%
|
55%
|
33%
|
22%
|
45%
|
|
Mr.
Cox
|
38%
|
19%
|
43%
|
35%
|
22%
|
43%
|
* Based
upon information up to October 2008, at which time Mr. Andrasick executed an
executive transition agreement described further in the section entitled
“Employment Agreements” (the “Executive Transition Agreement”).
The
Compensation Committee does not use specific formulas to determine the mix of
pay elements, or the allocation between cash and non-cash compensation or among
non-cash forms of pay.
Review
of Total Compensation. As part of determining total compensation, the
Compensation Committee reviews:
|
·
|
A
summary of the value of all compensation elements, both direct and
non-direct, provided to the executive during the
year,
|
|
·
|
Competitive
survey data,
|
|
·
|
The
accumulated value of outstanding equity grants and its sensitivity to
stock price movement,
|
|
·
|
Health
and welfare benefits and retirement plan
balances,
|
|
·
|
Company
and individual performance,
|
|
·
|
Economic
environment, and
|
|
·
|
Business
unit strategic goals and performance
expectations.
|
The
Compensation Committee uses this information to evaluate:
|
·
|
Consistency
with the Company’s compensation
philosophy,
|
|
·
|
Consistency
with competitive survey data,
|
|
·
|
Internal
pay equity based on individual performance, job level and competitive
compensation data, and
|
|
·
|
The
effect of potential payments, awards and plan design changes on the
executive’s total pay
package.
|
Internal
Pay Equity. The Compensation Committee considers internal pay equity as
one factor of many to be considered in establishing compensation for
executives. While there is no policy established regarding the ratio
of total compensation of the CEO to that of the other executive officers, the
Compensation Committee does review compensation levels to ensure that
appropriate equity exists. In 2008, it reviewed the ratio of the
CEO’s salary, total cash and total direct compensation relative to the average
compensation for the other four NEOs, as reflected in the table below. These
ratios were compared to benchmark survey data to determine whether compensation
relationships are competitive. The Company’s target and actual ratios
were found to be within the range of reasonableness and fairly consistent with
typical practices for companies of similar size in general
industry.
2008
Ratio of Target and Actual CEO Pay to Other NEOs
|
Salary
|
Total
Cash
Compensation
|
Total
Direct
Compensation
|
|
|
A&B
Target
|
2.01
to 1
|
2.19
to 1
|
3.38
to 1
|
|
A&B
Actual*
|
2.01
to 1
|
2.30
to 1
|
3.48
to 1
|
|
Benchmark
Data
(target)
|
1.84
to 1
|
2.12
to 1
|
2.93
to 1
|
* Based
on base salary as of December 31, 2008, annual incentives paid in 2009 for 2008
performance and long-term incentive grants made in January 2008. This
ratio does not reflect the long-term incentive award values in the Summary
Compensation Table because the SEC requires reporting of share-based
compensation expensed for the year, which typically includes awards from
multiple prior years. The Compensation Committee believes reviewing the values
for the grants made for a single performance year is more appropriate when
considering compensation ratios.
Effect
of Recent Economic Challenges on Executive Pay
Recent
economic challenges have influenced the Company’s executive compensation
programs. Although the Company’s overall performance in 2008 was
favorable, with only a modest seven percent year-over-year decline in earnings
in comparison to a very strong 2007 performance, given the increasing weakness
in profitability during the latter half of 2008 and the uncertain state of the
economy, actions have been taken that reflect the challenges facing the
Company. Incentive compensation awards for 2008 reflected the
Company’s lower overall performance, which is consistent with the Company’s
focus upon compensation that is performance-based. No salary
increases were provided to NEOs (other than a promotion increase provided to Mr.
Cox) in 2008 and no increases are expected again in 2009, unless related to
increases in job responsibilities. In addition, incentive
opportunities for 2009 were reduced by 25 percent as part of a number of
proactive measures that the Company has put in place for 2009 in light of
expected continued economic challenges. Profit-sharing targets also
have been reduced, and certain executive perquisites have been
capped. These actions are considered to be necessary based on
expected Company performance in 2009; however, the Compensation Committee may
consider exercising its discretion to make adjustments as the year progresses
and more is known about A&B’s profitability and the overall economic
situation.
The
Company also considered the changes in stock price and its effect on the
Company’s long-term incentive grants. The impact of a lower share price
generally results in more options and restricted shares being granted to plan
participants. The Compensation Committee reviewed the resulting number of shares
required to meet A&B’s long-term incentive target values and reduced
long-term incentive target award values for 2009, and made adjustments to the
equity mix as appropriate, factoring in the total shares to be granted for the
year and the effect on shareholder dilution.
Pay
Elements
The
Company provides the following pay elements to its executive officers in varying
combinations to accomplish its compensation objectives.
Salary: Salary
is intended to provide a competitive fixed rate of pay based upon an executive’s
responsibilities. The Company’s general philosophy is to provide
salaries at the median of salaries paid to officers with comparable job
responsibilities in general industry companies of similar size to the Company.
Factors that are considered in determining salary
include:
|
·
|
Job
responsibilities and experience,
|
|
·
|
The
executive’s performance,
|
|
·
|
Competitive
survey data,
|
|
·
|
Positioning
within the executive’s salary
range,
|
|
·
|
Positioning
in relation to the Company’s pay
philosophy,
|
|
·
|
Projected
salary increases in the general
industry,
|
|
·
|
The
value of the executive’s total pay package at target for the
year,
|
|
·
|
Economic
conditions, and
|
|
·
|
Company
performance.
|
Potential
gains or the accumulated value of compensation under the equity or benefits
programs are not considered when determining salary, although they are
considered in determining other elements of compensation.
The Board
of Directors determines the CEO’s annual salary change on the basis of the
factors mentioned above. The Board has a formal performance review process for
the CEO that in 2008 included five categories: financial performance,
strategic effectiveness and innovation, business management, talent management,
and personal effectiveness. None of the categories are weighted, and there is no
overall rating score. Each board member provides written observations and rates
the CEO’s performance against the criteria. The Board of Directors discusses the
results of the assessment with the CEO, discussing the areas of greatest
strength and the areas where improvements could be made. The result of this
process is only one factor in determining the CEO’s actual annual salary
increase.
The CEO
recommends annual salary changes for the other NEOs. Salary increases for NEOs
are generally considered by the Compensation Committee in February of each year
for implementation on April 1st. In
2008, based on expected financial challenges for the year and at management’s
recommendation, no base salary increases were received by the NEOs, except upon
increases in job responsibilities. Similarly, no base salary
increases are planned for NEOs in 2009 unless related to increases in job
responsibilities or it is determined that economic circumstances have changed
materially to support reconsideration. On October 1, 2008, Mr.
Kuriyama was appointed President of A&B and Mr. Cox was appointed President
of Matson. Mr. Cox received a salary increase of 15.4 percent to
reflect his increased responsibilities. Mr. Kuriyama elected not to
receive a salary increase.
Salary
Information for 2007 - 2008
|
NEO
|
Base
Salary as
of
12/31/07
|
Amount
of
Increase
|
Base
Salary
as
of 12/31/08
|
Estimated
Competitive
Market
Percentile
|
|
Mr. Doane
|
$803,250
|
0%
|
$803,250
|
50th
|
|
Mr. Benjamin
|
$325,000
|
0%
|
$325,000
|
35th
|
|
Mr. Andrasick
|
$500,000
|
0%
|
$500,000
|
50th*
|
|
Mr. Kuriyama
|
$400,000
|
0%
|
$400,000
|
35th
|
|
Mr. Cox
|
$325,000
|
15%**
|
$375,000
|
50th
|
*
Determined as of October 2008; actual compensation determined under Executive
Transition Agreement.
**
Reflects an increase upon appointment as President of Matson.
Annual
Incentives: Annual incentives are provided through the One-Year
Performance Improvement Incentive Plan (“PIIP”) to motivate executives and
reward them if they achieve specific corporate, business unit and individual
goals. These goals are established in February of each
year.
Weighting
of Goals. The weighting of the corporate, business unit and individual
goals depends on the executive’s position and responsibilities. The 2008
weighting is as follows and was determined by the Compensation Committee to
provide proper balance between financial and strategic
goals:
Weighting
of 2008 PIIP Goals for NEOs
|
NEO
|
Unit
|
Corporate
|
Business
Unit
|
Individual
|
|
Mr. Doane
|
Corporate
|
70%
|
0%
|
30%
|
|
Mr. Benjamin
|
Corporate
|
70%
|
0%
|
30%
|
|
Mr. Andrasick
|
Transportation
|
20%
|
50%
|
30%
|
|
Mr. Kuriyama
|
Real
Estate
|
20%
|
50%
|
30%
|
|
Mr. Cox
|
Transportation
|
0%
|
70%
|
30%
|
In 2009, the weighting of
goals for Messrs. Kuriyama and Cox were revised to 70 percent corporate and 30
percent individual for Mr. Kuriyama and 20 percent corporate, 50 percent
transportation business unit and 30 percent individual for Mr. Cox, reflecting
changes to their job responsibilities.
Determination
of Annual Cash Incentive Award. Each component -- corporate, business
unit and individual -- is evaluated against the respective performance measures
and goals. There are three levels of award opportunities for each
component: threshold, target and extraordinary. In 2008, target award
opportunity levels for NEOs range from 50 percent to 70 percent of salary. If a
threshold goal is not achieved, there will be no payout for that component. If
threshold goals are achieved, a participant will receive 50 percent of the
target award opportunity set for that component. If target or extraordinary
goals are achieved, a participant will receive 100 or 200 percent, respectively,
of the target award opportunity for that component. Awards are prorated for
performance between the threshold, target and extraordinary levels, as
applicable. No additional award is provided for performance above the
extraordinary goal level.
The CEO
reviews the annual cash incentive award calculations for each individual (other
than himself), and makes recommendations to the Compensation Committee regarding
payouts, including the reasons for his recommendations. The Compensation
Committee approves the awards and has discretion to modify recommended awards,
both positively and negatively, to take into consideration factors it believes
more appropriately reflect the performance of the Company, unit, or individual.
Such factors may vary, but may include, for individuals, adjustments for an
executive taking on temporary but significant additional responsibilities to his
normal job role or, for the Company or a business unit, adjustments for
extraordinary events.
Working
with Watson Wyatt-supplied reports and using data as described in the benchmark
section on page 18, management and the Compensation Committee reviewed target
award levels for the annual cash incentive awards and confirmed that each NEO is
at or below the 50th
percentile and target total cash is below the 50th
percentile for each of the NEOs, as shown in the table below. In line with other
expense reduction measures taken by the Company, target incentive opportunities
for 2009 for each NEO have been reduced by the Committee by 25
percent. The Committee may adjust opportunity targets to more
competitive levels at any time it deems it reasonable.
Target
Total Cash Positioning for 2008
|
NEO
|
Base
Salary
as
of 12/31/08
|
2008
Target
Bonus
|
Target
Total Cash
as
of 12/31/08
(Including
Base
Salary)
|
Estimated
Competitive
Market
Percentile
|
|
Mr. Doane
|
$803,250
|
70%
|
$1,365,525
|
40th
|
|
Mr. Benjamin
|
$325,000
|
60%
|
$520,000
|
35th
|
|
Mr. Andrasick
|
$500,000
|
55%
|
$775,000
|
45th*
|
|
Mr. Kuriyama
|
$400,000
|
60%
|
$640,000
|
30th
|
|
Mr. Cox
|
$375,000
|
55%
|
$581,250
|
40th
|
*
Determined as of October 2008; actual compensation determined under Executive
Transition Agreement.
While the
Compensation Committee does not anticipate circumstances under which a
restatement of earnings upon which incentive compensation award decisions were
based would occur, should such circumstances arise the Compensation Committee
has the discretion to take necessary actions to protect the interests of
shareholders, including actions to seek to recover such incentive
awards. In 2008, the Compensation Consultant provided the Committee
with an overview of current market practices with regard to recovery or
recoupment policies. The Committee plans to further review this
issue in 2009.
Company
and Business Unit Performance. The corporate component measure in 2008
was based on the operating plan approved by the Board of Directors and was
weighted 65 percent on corporate profit before income tax and 35 percent on
return on invested capital (“ROIC”). Performance goals for the Transportation
and Real Estate units were weighted 65 percent on business unit profit before
income tax and 35 percent on ROIC. Profit before income tax was selected as a
performance component because the Company believes it best reflects the results
of business execution and profitability levels. ROIC was chosen as a performance
component because it is a key measure in identifying how effectively the Company
is utilizing its capital resources. The Company believes that both performance
goals align shareholder and executive interests.
The
annual corporate and business unit targets reflect the Company’s Board-approved
operating plan. When establishing the operating plan, management and the Board
of Directors consider the historical performance of the Company, external
elements such as economic conditions and competitive factors, Company
capabilities, performance objectives, and the Company’s strategic
plan.
If
performance with respect to a corporate or business unit component is below the
threshold level, there is no incentive payout made for that component. The
target levels for corporate and business unit goals were set at 100 percent of
the 2008 Board-approved operating plan amounts. Should the Company or any
business unit exceed the extraordinary level of performance, awards are capped
at the extraordinary level. However, the Compensation Committee believes that
part of its role is to apply informed discretionary judgment to the goals and
achievements. For 2008 performance, as it has in years past, the
Committee made a planned adjustment to profit before income tax results to take
into consideration imputed interest on stock repurchases.
For
determination of award levels for 2008, the Company’s 2008 operating performance
was compared to the performance goals approved by the Compensation Committee in
January 2008. Corporate goals and actual results were as follows:
|
Corporate
Goal
|
Threshold
|
Target
|
Extraordinary
|
Actual
|
|
Profit
Before Income Tax
|
$205,925,250
|
$242,265,000
|
$266,491,500
|
$211,305,400*
|
|
ROIC
|
8.25%
|
9.70%
|
10.67%
|
9.08%
|
* This
includes an adjustment described above.
Business
unit goals and actual results were as follows:
|
Business
Unit Goal
|
Threshold
|
Target
|
Extraordinary
|
Actual
|
|
Transportation
Profit Before Income Tax
|
$118,174,650
|
$139,029,000
|
$152,931,900
|
$113,047,400
|
|
Transportation
ROIC
|
10.62%
|
12.49%
|
13.74%
|
11.01%
|
|
Real
Estate Profit Before Income Tax
|
$114,422,750
|
$134,615,000
|
148,076,500
|
$142,553,800
|
|
Real
Estate ROIC
|
8.73%
|
10.27%
|
11.30%
|
10.77%
|
Operating performance in 2008 was lower than planned, with consolidated
corporate profit before income tax and ROIC between threshold and target
levels. While results were below objectives, they were achieved in a
rapidly deteriorating economic environment. As the result of a strong
first half performance in development sales, solid property sales throughout the
year and aggressive cost-reduction measures, the Company posted a favorable
full-year result, representing a modest seven percent year-over-year decline in
earnings compared to a strong 2007 performance.
Individual
Performance. In addition to corporate and business unit performance
goals, each NEO had 30 percent of his 2008 award based on achieving individual
goals. These individual goals vary, depending upon the NEO’s position in the
Company and/or the activities of the NEO’s business unit. Certain individual
goals are objective and therefore measurable; other individual goals are more
qualitative in nature. Individual goals are approved by the Compensation
Committee each year. Performance against individual goals is assessed at
threshold, target, and extraordinary levels.
Mr. Doane’s
individual goals addressed succession planning actions in collaboration with the
Board of Directors, expanding and enhancing investor relations, meeting or
exceeding the Company’s Board-approved operating plan objectives, and updating
and implementing longer-term growth objectives. The Committee and the Board
assessed the CEO’s overall performance relative to the combined individual goals
set for him at the beginning of the year. Mr. Doane’s overall
accomplishments were determined by the Compensation Committee to be between the
target and extraordinary levels.
Mr. Benjamin’s
individual goals addressed company-wide internal controls, enhancing investor
relations programs, updating and implementing the Company’s strategic plan,
identifying and evaluating potential growth initiatives, evaluating energy
production opportunities, and implementing corporate information technology
initiatives. Mr. Benjamin’s overall accomplishments were determined to be
between the target and extraordinary levels.
Mr. Andrasick’s
individual goals addressed succession planning; growing Matson Integrated
Logistics’s and Matson Global Distribution Services’s revenues and earnings
through new products, services, and acquisitions; monitoring and coordinating
governmental issues affecting Matson’s operations; executing Matson’s fleet
replacement strategy and other growth initiatives; and successfully concluding
negotiations on a number of Matson’s shoreside and offshore labor
agreements. Mr. Andrasick’s overall accomplishments were
determined to be between the target and extraordinary levels.
For the
majority of the year, Mr. Kuriyama’s individual goals were related to his
former position of President and Chief Executive Officer of A&B Land Group
and addressed achieving entitlements and sales for certain real estate projects,
identifying and funding new project investments, increasing sugar production and
evaluating energy development, and supervising the overall performance of key
development projects. Mr. Kuriyama was appointed President of
A&B, effective October 1, 2008 at which time he assumed oversight of
Matson’s ocean transportation operations, as well as additional corporate
oversight of Government & Community Relations and Human
Resources. Due primarily to the continued shortfall in sugar
production and the dramatic decline in real estate development activity,
Mr. Kuriyama’s overall accomplishments were determined to be below the
threshold level.
Mr. Cox’s
individual goals addressed increasing the profitability of Matson’s
Guam/China/Micronesia/Mid-Pacific services, increasing productivity and reducing
costs of Matson’s Hawaii service, managing Hawaii service standards, executing
Matson’s fleet replacement strategy, implementing other growth initiatives and
implementing the information technology operating systems for Matson Integrated
Logistics and Matson’s terminals in Honolulu. Mr. Cox was appointed
President of Matson, effective October 1, 2008 at which time he assumed overall
responsibility for Matson’s ocean transportation
operations. Mr. Cox’s overall accomplishments were determined to
be between the target and extraordinary levels.
Equity-Based
Compensation: The equity portion of the total compensation
program is designed to:
|
·
|
Align
management and shareholder
interests,
|
|
·
|
Provide
an incentive to increase shareholder value over the longer-term,
and
|
|
·
|
Provide
a means to attract, motivate and retain, as well as reward, the management
team responsible for the success of the
Company.
|
The types
of equity-based compensation provided to executives in 2008 and 2009 are
nonqualified stock options, time-based restricted stock units and
performance-based restricted stock units. Because a financial gain from stock
options is only possible if the price of the Company’s stock has increased and
because these stock options vest over an extended time period, the Compensation
Committee believes these grants encourage behaviors and initiatives that focus
on increasing A&B’s stock price over an extended time frame, which benefits
all shareholders of A&B. Time-based restricted stock unit grants are
intended to focus behaviors on long-term stock price improvement, share
ownership and, through forfeiture conditions, strengthen retention of
participants. Performance-based restricted stock unit grants are intended to
focus behaviors on the same objectives as time-based restricted stock unit
grants, as well as on achieving specific performance goals.
The
Company’s long-term incentive award opportunities target the combination of
salary, target annual incentives and long-term incentive award opportunities at
the 60th
percentile of the competitive survey data. However, for 2008, the Committee
granted such awards at about the 55th
percentile. Equity-based grants are generally considered and granted
annually in January by the Compensation Committee. Based on current market data
provided by Watson Wyatt, the CEO makes recommendations for each executive
officer (except himself) to the Compensation Committee, which retains full
discretion to accept, reject or amend his recommendations. In determining the
type and size of a grant to an executive officer, the Compensation Committee
generally considers, among other things:
|
·
|
Company
and individual performance,
|
|
·
|
The
executive officer’s current and expected future contributions to the
Company,
|
|
·
|
Effect
of a potential award on total compensation and
philosophy,
|
|
·
|
Internal
equity relationships,
|
|
·
|
Benchmark
data,
|
|
·
|
Economic
environment, and
|
|
·
|
Size
of recent grants.
|
None of
these factors are weighted.
The
Compensation Committee, with the assistance of Watson Wyatt, reviews and
determines the appropriate types and weights of equity grants each year. For
January 2008 and 2009, the Compensation Committee made equity grants in a
combination of stock options, time-based restricted stock units and
performance-based restricted stock units. The mix of the value of these three
components in 2008 was weighted one-third each. The Compensation Committee
believes a mix of grants provides upside opportunity through the use of stock
options, but balances that potential upside with the downside risks of an actual
shareholder delivered through grants of restricted stock units, and ties a
portion of equity compensation to achieving a specific performance goal through
grants of performance-based restricted stock units. For 2009 grants the
Committee revised the mix of the value of the three components, with 25 percent
of the targeted long-term incentive value based on stock options, 37.5 percent
of the value tied to time-based restricted stock units and 37.5 percent of the
value tied to performance-based restricted stock units. The Committee
revised the mix to minimize the number of shares needed to make long-term
incentive grants and limit shareholder dilution. In determining the
number of shares to be granted for the 2009 long-term incentive awards, the
Committee used calculations provided by Watson Wyatt using a share price
assumption that was higher than the stock price on the date of
grant. The difference in the actual stock price at grant and the
stock price assumption used for determining the number of shares granted,
resulted in a slightly different mix in value (approximately 20 percent stock
options, 40 percent time-based restricted stock units, and 40 percent
performance-based restricted stock units) and also resulted in lower award
values than originally intended by the Committee by approximately 12 percent,
with the exception of Mr. Andrasick, per the terms of his Executive Transition
Agreement. However, given the recent daily volatility of the stock market,
the Committee agreed in
advance that this was the most sensible approach. In addition, beginning
with the 2009 award, the Compensation Committee increased the vesting period for
performance-based restricted stock units from one-year vesting to vesting in
equal increments over three years. The Compensation Committee felt
that the increased vesting period was in line with market practices, would
strengthen alignment with shareholders and, through forfeiture conditions,
strengthen retention of participants.
In 2009,
given the unprecedented economic environment and the decrease in stock price
compared to prior years, the Committee took into account various considerations
when determining award amounts, including but not limited to, shares available
for grant under the 2007 Plan, reduced cash incentive targets, base salary
versus market competitive data, and survey data for long-term incentives at the
50th
percentile. The most current survey data available on long-term
incentives was based on 2008 market data because the 2009 surveys had not been
published at the time grants were made. As marked differences were
expected in the 2009 surveys, as indicated by data from various flash surveys
published in the fourth quarter of 2008, the Committee did not rely as heavily
on a percentile target as in past years but also took into account various other
factors in making grant determinations. At management’s
recommendation, the Committee decided to grant at or below the 50th
percentile of competitive practices as opposed to the 60th
percentile target stated in its long-term incentive compensation philosophy, to
reflect expected challenges to the Company’s financial
performance. However, the exact positioning was not known because, as
previously stated, survey data had not been published reflecting current
competitive granting practices given the economic downturn. Other
considerations taken into account included zero percent salary increases for the
NEOs in 2009, reduction of cash incentive target opportunities for 2009, the
current stock price, and the number of shares remaining under the 2007
Plan. Consistent with prior years, Watson Wyatt provided a guideline range
for equity grants for the Compensation Committee to consider in making the 2009
long-term incentive awards, representing the 25th, 50th, 60th, and 75th
percentiles of competitive long-term incentive award values as determined
through survey sources (Watson Wyatt and Towers Perrin – see The Role of Survey
Benchmarking on page 18). As noted earlier, the survey sources represented
granting practices for 2008 and were the most current survey data sources
available. The Committee presumed that the current economic downturn would
have a negative effect on 2009 survey data and took this into account when
determining awards.
Although
the Company's compensation philosophy for long-term equity awards targets the
60th
percentile, the actual awards as determined by the Committee on the basis
of the factors listed above resulted in grants that were at the 45th
percentile for Mr. Doane, 47th
percentile for Mr. Benjamin, 57th
percentile for Mr. Kuriyama, and 47th
percentile for Mr. Cox, according to the 2008 survey data. Mr. Andrasick’s
2009 award, made in accordance with the terms of his Executive Transition
Agreement, resulted in grants at the 55th
percentile. Upon his retirement on August 31, 2009, Mr. Andrasick’s
performance-based and time-based restricted stock unit components of his 2009
long-term incentive award will be subject to pro rata vesting under the terms of
the 2007 Plan. As a result, the realizable value of the 2009 award
will be less than the nominal dollar value at grant.
For the
2008 performance-based restricted stock unit grants made in January 2008, three
levels of performance goals were established based on achieving corporate profit
before income tax goals, as described in the previous “Company and Business Unit
Performance” section: threshold, target and extraordinary. If the
threshold level is not achieved, the grants are forfeited. Awards are prorated
for performance between the threshold, target and extraordinary levels, as
applicable. In 2008, the Company’s performance was between threshold
and target goals, as discussed in the previous “Company and Business Unit
Performance” section, and resulted in executives earning 65 percent, or less
than 100 percent, of their targeted performance-based shares.
Retirement
Plans: The Company provides various retirement plans to assist
its executives and other employees with retirement income savings and increase
the attractiveness of employment with the Company by providing a competitive
retirement package. None of the qualified or nonqualified retirement plans are
tied directly to Company performance, with the exception of the A&B Profit
Sharing Plan as described below. The Committee periodically reviews the value of
benefits from the retirement plans in conjunction with all other forms of pay in
making compensation decisions.
A&B
Retirement Plan for Salaried Employees and Retirement Plan for Employees of
Matson: The A&B Retirement Plan for Salaried Employees and
Retirement Plan for Employees of Matson (“Qualified Retirement Plans”), which
are tax-qualified defined benefit pension plans, provide retirement benefits to
the Company’s salaried non-bargaining unit employees. The Pension Benefits table
of this Proxy Statement shows estimated present values of annual accrued
retirement benefits of covered participants payable at age 62 (the earliest age
at which benefits are unreduced), or current age, if older, under these
plans.
In 2007,
the Compensation Committee and management worked with Watson Wyatt to review the
design of these plans and amended them to apply a “cash balance” formula for all
salaried non-bargaining unit employees joining the Company after December 31,
2007. The decision to amend the plans was based on the need to provide a more
attractive and portable plan to employees, improve asset management, mitigate
financial risks, improve plan costs, increase employee responsibility in
retirement planning and remove unintentional retention or early retirement
incentives. The Company will maintain the current calculation formulas for
employees hired prior to January 1, 2008, including all the NEOs.
Non-Qualified
Benefits Plans: The Company has the following non-qualified
benefits plans for executives that are designed to meet the retirement plan
objectives described above. With the exception of the A&B Excess Benefits
Plan, no new participants have been added since 1997, and there are no plans to
add any participants in the future.
|
·
|
A&B
Excess Benefits Plan. Complements the Qualified Retirement Plans
and A&B Profit Sharing Retirement Plan to provide benefits and
contributions in an amount equal to what otherwise would have been
provided using the Qualified Retirement Plans’ formulas except for the
contribution, compensation and benefits limits imposed by tax
law.
|
|
·
|
A&B
Executive Survivor/Retirement Benefit Plan: Provides executives
with either a death or retirement benefit. This plan has three active
participants, only one of whom, the CEO, is an NEO. Participants may elect
to elect to receive the benefit as a lump sum, instead of a payout of
monthly installments over ten
years.
|
|
·
|
A&B
1985 Supplemental Executive Retirement Plan: Enhances the Company’s
ability to hire and retain executives who, because of a career change,
would have less than a full service career with the Company. This plan has
three active participants, only one of whom, the CEO, is an
NEO.
|
A&B
Profit Sharing Retirement Plan and Individual Deferred Compensation
Plan: The Company has a performance-based Profit Sharing
Retirement Plan available to all salaried non-bargaining unit employees that
provides for discretionary contributions to participants of up to 3 percent of
compensation based on the degree of achievement of income before taxes as
established in the Company’s annual Board-approved operating plan. In
2008, available contributions were set between one percent and three
percent. In 2009, given the challenging environment facing the
Company, available contributions were set between zero and three
percent. The Company also has an Individual Deferred Compensation
Plan (a 401(k) plan), available to all salaried non-bargaining unit employees,
that generally provides for a match of up to three percent of the compensation
deferred by a participant during the fiscal year.
For 2008,
the Compensation Committee determined that all participants would receive 1.1
percent of their eligible compensation, based upon the Company’s
between-threshold and target performance for its profit before income tax goal,
in addition to matching contributions under the Company’s Individual Deferred
Compensation Plan. The value of the Company’s 2008 profit sharing contribution
and Individual Deferred Compensation matches for NEOs are included in the
Summary Compensation Table of this Proxy Statement.
Employment
Agreements: Except as set forth below, the Company does not
provide employment agreements for any of the NEOs. The Company believes in a
policy of “at will” employment.
On August
28, 2008, as part of its executive succession planning and to provide for an
orderly transition, Matson entered into an Executive Transition Agreement with
Mr. Andrasick in which Mr. Andrasick, who was President and Chief Executive
Officer of Matson, will serve as Matson’s Chairman of the Board from October 1,
2008 to August 31, 2009, at which time Mr. Andrasick will retire from the
Company. To recognize Mr. Andrasick for his past contributions to
Matson and A&B, the Company determined that all elements of Mr. Andrasick’s
compensation will remain the same, including an equity grant in 2009 at the same
level of award as in 2008, with the number of options and shares to be
determined by the methodology approved by the Compensation Committee and subject
to the terms of the 2007 Plan.
Executive
Perquisites and Benefits: The Company provides limited
perquisites as part of a competitive pay package for executives. An analysis in
2007 of these perquisites against the benchmark data shows the perquisites for
each of the NEOs are below the 50th
percentile. The aggregate cost for all five NEOs in 2008 was
$81,435. In 2009, the Company capped payments of club memberships at
$250 per month.
Severance
Plan and Change in Control Agreements: The Company provides a Severance
Plan and Change in Control Agreements to certain executives, including each of
the NEOs, to retain talent during transitions due to a Change in Control or
other covered event and to provide a competitive pay package. In particular,
Change in Control agreements promote the continuation of management to ensure a
smooth transition and protect the underlying stock value during the transitional
period. The Compensation Committee designed the original agreement terms with
the intent to provide a competitively structured program, and yet be
conservative overall in the size and amounts of potential award payouts. The
Compensation Committee’s decisions regarding other compensation elements are
affected by the potential payouts under these arrangements, as the Committee
considers how increases in the other pay components will affect the size of the
potential payments under these arrangements, and how the terms and conditions of
these arrangements and incentive plan designs
interrelate.
In 2008,
Watson Wyatt reviewed the Company’s Change in Control agreements to determine
whether the terms of the agreements were consistent with competitive trends and
Company philosophy. As a result of this review, the Company revised
the agreements to more closely reflect competitive market trends by setting
payouts for stock options at the fair market value on the day of termination
rather than at the highest price paid upon a change in control transaction,
paying a multiple of target bonus, rather than the highest paid in the past five
years, and further limiting the circumstances in which excise tax gross-ups may
apply by replacing gross-ups with conditional gross-ups. The
Compensation Committee recognizes that this is an area of significant change and
will continue to periodically review the agreements. These agreements are
described in further detail in the Other Potential Post-Employment Payments
section of this Proxy Statement.
Retiree
Health and Medical Plan: The Company provides NEOs with the
same retiree medical and life insurance benefits as are provided in general to
all salaried non-bargaining unit employees. These benefits aid in retaining and
recognizing long-term service employees and provide for health care costs in
retirement. The Company limits its contribution towards the monthly premium,
based on the employee’s age and years of service. These benefits are not
provided to employees who join the Company after December 31, 2007. The benefits
from this plan are reflected in the Other Potential Post-Employment Payments
section of this Proxy Statement.
The
Role of Survey Benchmarking
The
Company uses published survey data as a benchmarking tool, but does not
benchmark against specific companies within such surveys. The Company
operates in a number of different industries and therefore does not have a
direct peer or comparative group. Accordingly, the Company does not use data
that is specific to any individual segment of the Company’s business but
instead, based on the recommendation of Watson Wyatt, it uses data from five
national and highly recognized published surveys representing a broad group of
general industry companies similar in size to the Company to assess the
Company’s pay practices. The survey sources provide only one of the
tools that the Committee uses to assess appropriate pay
levels. Internal equity, Company performance, business unit
performance, compensation philosophy, performance consistency, historical pay
movement, economic environment and individual performance are also
reviewed.
The
surveys used by Watson Wyatt in their base salary, target total cash
analysis and comparison of CEO pay to other NEOs include: Watson
Wyatt 2008/2009 Top Management Compensation Survey, Hay General Market 2008
Executive Compensation Survey, 2008 Mercer U.S. Benchmark Database - Executive
Compensation Survey, and the Towers Perrin U.S. CDB General Industry Executive
Database 2008 Descriptive Statistics. These surveys represent between 300 to
2,400 companies, depending on the survey source. Watson Wyatt uses data subsets
in each survey that represent companies of similar size with revenues between
$500 million and $2.5 billion. These data subsets provide compensation
information for 40 to 200 companies, depending on the survey. The Company
believes that the number of surveys used for benchmarking and the size of the
survey samples are meaningful and provide appropriate pay comparisons.
Benchmarking is just one factor used in setting executive
compensation.
Because
of differences in the methodologies, timing of the release of survey results,
cost of surveys and the type of data covered, each of the five nationally
published surveys may not be used for benchmarking all pay
components. For salary and annual cash incentives, Watson Wyatt
2008/2009 Top Management Compensation Survey, Hay General Market 2008 Executive
Compensation Survey, 2008 Mercer U.S. Benchmark Database - Executive
Compensation Survey, and the Towers Perrin U.S. CDB General Industry Executive
Database 2008 Descriptive Statistics were used. For target long-term incentives
and internal equity comparisons, two surveys (Watson Wyatt 2008/2009 Database of
Long-term Incentives, Policies and Practices and the Towers Perrin survey listed
above) were used because they provided the most current information at the time
the analysis was conducted. For health and retirement benefits and executive
perquisites, the Company has used Watson Wyatt’s survey databases and
proprietary analytical tools. Watson Wyatt benefits database maintains benefits
plan information on salaried employees for over 1,300 employers, representing a
broad cross section of industry, geographic location and size. Because of the
proprietary nature of the Watson Wyatt 2008/2009 Database of Long-term
Incentives, Policies and Practices and its inclusion of privately-held
companies, a list of the comparator companies in that survey was not made
available to the Company or the Compensation Committee and, as a result, cannot
be disclosed. The names of the companies comprising the other four
surveys are included in Appendix A.
The
Role of the Compensation Consultant
In 2008,
the Compensation Committee retained Watson Wyatt to assist the Committee
in:
|
·
|
Evaluating
salary and incentive compensation
levels,
|
|
·
|
Preparing
a summary of the value of all compensation elements provided to executives
during the year, and
|
|
·
|
Reviewing
change-in-control agreements.
|
The
Role of Management
Management
assists the Compensation Committee in its role of determining executive
compensation in a number of ways, including:
|
·
|
Attending
portions of the Compensation Committee meetings, and meeting periodically
with the Committee Chair to discuss executive
compensation,
|
|
·
|
Providing
management’s perspective on compensation plan structure and
implementation,
|
|
·
|
Identifying
appropriate performance measures and establishing individual performance
goals that are consistent with the Board-approved operating plans and the
Company’s strategic plan,
|
|
·
|
Providing
the data used to measure performance against established goals, with the
CEO providing perspective on individual executive performance and
compensation amounts (other than his
own),
|
|
·
|
Providing
recommendations, based on information provided by Watson Wyatt, regarding
pay levels for officers (other than the CEO) on the basis of plan
formulas, salary structures and the CEO’s assessment of individual officer
performance and
|
|
·
|
Assisting
in preparing agendas and information for Committee
meetings.
|
Tax
and Accounting Considerations
In
evaluating the compensation structure, the Compensation Committee considers tax
and accounting treatment, balancing the effects on the individual and on the
Company. Section 162(m) of the Internal Revenue Code limits the tax
deductibility of certain executive compensation in excess of $1,000,000 for any
fiscal year, except for certain “performance-based compensation.” The
Compensation Committee will not necessarily limit executive compensation to that
amount, but will consider it as one factor in its decision-making. The A&B
1998 Stock Option/Stock Incentive Plan (the “1998 Plan”) is not Section
162(m)-compliant except as it applies to the granting of options; however, the
2007 Plan has been structured to qualify for tax deductibility under Section
162(m), if certain conditions are met.
Stock
Ownership Guidelines
The
Company has had guidelines in place since 1994 to encourage stock ownership
among its executives to be achieved within a five-year period. The current
ownership goals reflected below were determined by the Committee to provide a
vested interest in the Company and ensure commitment to longer-term
decision-making among senior officers. Executives are required to own a value of
stock of 3.5 times to 5 times (as set forth below) the amount of the covered
executive’s current salary.
|
Position
|
Salary
Multiple
|
|
CEO
|
5X
|
|
Other
NEOs
|
3.5X
|
Four of
the five NEOs have met, and for the most part significantly exceeded, the
ownership guidelines. The remaining executive, who has been in his current
position for less than five years, is on track to meet the guidelines within the
five-year period.
Equity
Granting Policy
The
Company does not have any practice, policy or program allowing for timing of
equity grants in relation to the Company’s current stock price or material
non-public information. Equity awards are normally granted for current employees
at the same time of year at the January Compensation Committee meeting, which
generally is held on the fourth Wednesday of the month. Equity grants for new
hires or promoted employees are established and approved at regularly scheduled
Compensation Committee meetings. Neither the CEO nor any other executive has the
discretion to set any grant dates of awards.
The
strike price for stock option grants under the 2007 Plan was set in accordance
with the terms and conditions of the 2007 Plan, and established the price as the
closing price on the date of grant. The terms and conditions of each grant are
determined by the Compensation Committee at the time of the grant approval, in
accordance with the relevant plan. A&B’s policies
prohibit executive officers from using short selling techniques to hedge against
the potential changes in the value of A&B stock.
Summary
Compensation Table. The following table summarizes the cash and non-cash
compensation paid by A&B for services rendered during 2006, 2007 and 2008 by
A&B’s CEO, CFO and the three other most highly compensated executive
officers.
2008
SUMMARY COMPENSATION TABLE
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
(5)
|
Option
Awards
($)
(6)
|
Non-Equity
Incentive
Plan
Compensation
($)
(7)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
(8)
|
All
Other
Compensation
($)
|
Total
($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
W.
Allen Doane
Chairman
of the Board and Chief Executive Officer of A&B (1)
|
2008
2007
2006
|
803,250
793,688
765,000
|
--
--
--
|
2,141,888
4,690,374
3,626,966
|
879,872
808,786
694,863
|
530,188
513,500
889,131
|
574,411
1,703,153
1,593,801
|
30,770
(9)
45,937
44,416
|
4,960,379
8,555,438
7,614,177
|
|
Christopher
J. Benjamin
Senior
Vice President, Chief Financial Officer and Treasurer of
A&B
|
2008
2007
2006
|
325,000
318,750
293,750
|
--
--
--
|
418,172
901,047
595,116
|
168,123
142,703
131,960
|
175,519
197,465
89,172
|
75,433
97,666
65,874
|
27,643
(9)
33,857
26,826
|
1,189,890
1,691,488
1,402,698
|
|
James
S. Andrasick
Chairman
of the Board of Matson (2)
|
2008
2007
2006
|
500,000
495,727
482,000
|
--
--
--
|
643,777
1,453,502
1,277,246
|
288,361
240,186
251,622
|
188,446
234,216
372,787
|
97,580
328,805
387,220
|
42,022
(9)
46,773
53,269
|
1,760,186
2,799,209
2,824,145
|
|
Stanley
M. Kuriyama
President
of A&B (3)
|
2008
2007
2006
|
400,000
395,000
375,000
|
--
--
--
|
540,174
896,774
762,861
|
213,268
183,585
180,513
|
244,444
369,412
347,325
|
84,795
285,733
296,900
|
24,950
(9)
33,372
30,165
|
1,507,631
2,163,876
1,992,765
|
|
Matthew
J. Cox
President
of Matson (4)
|
2008
2007
2006
|
337,115
321,250
307,500
|
--
--
--
|
297,600
488,953
392,577
|
123,163
99,187
82,564
|
107,875
256,525
261,545
|
40,830
76,640
51,091
|
26,768
(9)
33,822
31,958
|
933,351
1,276,377
1,127,235
|
|
(1)
|
Mr.
Doane also served as President of A&B from October 22, 1998 through
September 30, 2008.
|
|
(2)
|
Mr.
Andrasick was appointed Chairman of the Board of Matson, effective October
1, 2008. He had been President and Chief Executive Officer of
Matson from July 1, 2002 through September 30,
2008.
|
|
(3)
|
Mr.
Kuriyama was appointed President of A&B, effective October 1,
2008. He had been President and Chief Executive Officer of
A&B Land Group from July 1, 2005 through September 30,
2008.
|
|
(4)
|
Mr.
Cox was appointed President of Matson, effective October 1,
2008. He had been Executive Vice President and Chief Operating
Officer of Matson from July 1, 2005 through September 30,
2008.
|
|
(5)
|
Includes
(i) the dollar value of a proportional amount of time-based restricted
stock expensed under SFAS No. 123R granted via the 1998 Plan for the
fiscal year identified in column (b) based on the fair market value on
date of grant (average of the high and low), (ii) the dollar value of a
proportional amount of performance-based restricted stock expensed under
SFAS No. 123R granted via the 1998 Plan for the fiscal year identified in
column (b) based on the fair market value on date of grant (average of the
high and low), (iii) the dollar value of a proportional amount of
time-based restricted stock units expensed under SFAS No. 123R granted via
the 2007 Plan for the fiscal year identified in column (b), beginning in
2007, based on the fair market value on date of grant (closing price), and
(iv) the dollar value of a proportional amount of performance-based
restricted stock units expensed under SFAS No. 123R granted via the 2007
Plan for the fiscal year identified in column (b), beginning in 2007,
based on the fair market value on date of grant (closing
price).
|
|
(6)
|
Represents
the dollar value of a proportional amount of options expensed under SFAS
No. 123R granted via the 1998 Plan and the 2007 Plan for the fiscal year
identified in column (b) based on the Black-Scholes value on the date of
each grant. See Note 11 of the consolidated financial statements of the
Company’s 2008 Annual Report on Form 10-K regarding the assumptions
underlying valuation of equity
awards.
|
|
(7)
|
Represents
the NEO’s award under the PIIP for the fiscal year identified in column
(b) payable in cash in January of the following
year.
|
|
(8)
|
All
amounts are attributable to the aggregate change in the actuarial present
value of the NEO’s accumulated benefit under all defined benefit and
actuarial pension plans.
|
|
(9)
|
Includes: (i)
amounts contributed by A&B to the A&B Individual Deferred
Compensation Plan and the A&B Profit Sharing Retirement Plan ($9,280
each for Messrs. Doane and Kuriyama, and $9,430 each for Messrs.
Benjamin, Andrasick and Cox), (ii) amounts accrued for profit sharing
under the A&B Excess Benefits Plan (Mr. Doane - $6,306,
Mr. Benjamin - $1,045, Mr. Andrasick - $2,970, Mr. Kuriyama
- $1,870 and Mr. Cox - $1,178), (iii) meeting fees of $1,000 each for
Messrs. Benjamin and Andrasick, as directors of Hawaiian Sugar &
Transportation Cooperative and $8,500 for Mr. Andrasick as a director
of The Standard Club (a maritime insurance entity); and (iv) modest
perquisites. The bulk of the perquisite amounts are attributable to
automobile allowances. For example, in the case of Mr. Doane, $10,200
of the $15,185 in perquisites was attributable to his automobile
allowance. Categories of perquisites that each executive received are as
follows: Mr. Doane – auto allowance, legal, financial or
tax planning, health club fees, executive physical and company parking;
Mr. Benjamin – auto allowance, legal, financial or tax planning, club
fees, executive physical and company parking; Mr. Andrasick – auto
allowance, legal, financial or tax planning, club fees and company
parking; Mr. Kuriyama – auto allowance, club fees and company
parking; and Mr. Cox – auto allowance, legal, financial or tax
planning, club fees and company
parking.
|
Grants
of Plan-Based Awards. The following table contains information concerning
the equity and non-equity grants under A&B’s incentive plans during 2008 to
the NEOs.
2008
GRANTS OF PLAN-BASED AWARDS
|
Name
|
Grant
Date
|
Estimated
Future Payouts
Under
Non-Equity Incentive
Plan
Awards (1)
|
Estimated
Future Payouts
Under
Equity Incentive Plan
Awards
(2)
|
All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or
Units
(#)
(3)
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
(4)
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)
|
||||
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
|
W.
Allen Doane
|
1/30/2008
|
281,138
|
562,275
|
1,124,550
|
11,044
|
22,088
|
44,176
|
27,745
|
127,159
|
45.38
|
2,257,851
|
|
Christopher
J. Benjamin
|
1/30/2008
|
97,500
|
195,000
|
390,000
|
2,204
|
4,407
|
8,814
|
5,856
|
25,373
|
45.38
|
465,040
|
|
James
S. Andrasick
|
1/30/2008
|
137,500
|
275,000
|
550,000
|
3,122
|
6,244
|
12,488
|
8,823
|
35,945
|
45.38
|
682,721
|
|
Stanley
M. Kuriyama
|
1/30/2008
|
120,000
|
240,000
|
480,000
|
2,938
|
5,876
|
11,752
|
5,876
|
33,830
|
45.38
|
532,374
|
|
Matthew
J. Cox
|
1/30/2008
|
93,750
|
187,500
|
375,000
|
1,561
|
3,122
|
6,244
|
3,122
|
17,972
|
45.38
|
282,839
|
|
(1)
|
Amounts
reflected in this section relate to estimated payouts under the PIIP. The
value of the actual payouts is included in column (g) of the Summary
Compensation Table.
|
|
(2)
|
Amounts
in this section reflect performance-based restricted stock
grants.
|
|
(3)
|
Amounts
in this section reflect time-based restricted stock grants and the
matching grants of shares issued in connection with the 2007 PIIP (granted
on 1/30/08) under the Restricted Stock Bonus
Program.
|
|
(4)
|
Based
upon the closing price of A&B common stock on the date of
grant.
|
The PIIP
is based on corporate, business unit, and individual goals depending on the
executive’s position and job responsibilities. Performance measures, weighting
of goals and target opportunities are discussed in the CD&A section of this
Proxy Statement. The Company also has an Annual Incentive Plan that provides
performance-based incentives to key employees who are not eligible to
participate in the PIIP.
Under
both the 1998 Plan and the 2007 Plan, the Company has issued stock options that
vest in equal increments over three years and have a maximum term of 10 years.
They continue to vest and are exercisable for three years after disability,
normal retirement at 65 or approved early retirement at 55 (with five years of
service). Vesting automatically accelerates in the event of death and the
executive’s personal representative has up to 12 months to exercise the stock
options. Stock options automatically vest either (1) immediately prior to the
specified effective date of a Change in Control and remain exercisable up to the
consummation of the event unless assumed by the successor corporation under the
1998 Plan or (2) on the specified effective date of a Change in Control if the
participant is involuntarily terminated or awards are not assumed or replaced by
the successor company. Under both plans, if an employee is terminated
due to misconduct, providing services to another organization that may be
considered competitive with the Company’s business operations or engages in
other conduct considered materially detrimental to the business, then the option
terminates immediately. Under the 1998 Plan, if an employee who has
been designated a Section 16 officer (which includes all NEOs) ceases to be
employed for any other reason the option may be exercised within six months of
termination to the degree vested at the time of termination. Under the 2007
Plan, if an employee ceases to be employed for any other reason the option may
be exercised within three months of termination to the degree vested at the time
of termination. Stock options cannot be repriced under either Plan without
shareholder approval.
Under
both the 1998 Plan and the 2007 Plan, the Company has issued time-based
restricted stock grants (or restricted stock units) that vest in equal
increments over three years. Under the 1998 Plan, time-based restricted stock
grants that are unvested will automatically vest upon death, permanent
disability, normal retirement at 65 or approved early retirement at 55 (with
five years of service). Upon the effective date of any change in control, any
unvested restricted shares automatically vest. Under the 2007 Plan, time-based
restricted stock unit grants that are unvested will automatically vest upon
death or permanent disability. Time-based restricted stock units will partially
vest on a prorated basis upon normal retirement at 65 or approved early
retirement at 55 (with five years of service). Under the 2007 Plan, upon the
effective date of any change in control, any unvested restricted share units
automatically vest if the participant is involuntarily terminated or awards are
not assumed or replaced by the successor company.
From 2006
through 2008, under both the 1998 Plan and the 2007 Plan, the Company has issued
performance-based restricted stock grants (or restricted stock units) that vest
at the end of one year and the number of shares that vest is determined on the
basis of achieving pre-established corporate profit before income tax goals set
at target, threshold and extraordinary performance goal levels. Grants made in
January 2008 included a new ROIC measure weighted 35 percent, with pretax income
goals weighted 65 percent. The Committee added the ROIC measure to focus on
efficient use of capital. Actual performance at the target level
results in earning 100 percent of the target award shares (or units). Actual
performance at the threshold level results in earning 50 percent of the target
award shares (or units). Actual performance below the threshold level results in
no awards earned. Actual performance at the extraordinary level results in
earning the maximum number of shares (or units) equal to 200 percent of the
target number of shares (or units). For actual performance between threshold,
target and extraordinary, awards are determined on a prorated basis between
these anchor points on a straight line-basis. If participants receiving a
performance-based restricted stock grant terminate employment for any reason
other than death, permanent disability, normal retirement or approved early
retirement, they will not receive a payout. If a participant terminates due to
death, permanent disability, normal retirement or approved early retirement, his
or her award will be prorated on the basis of the number of full or partial
months employed and the amount paid at the end of the performance period. Under
the 2007 Plan, if there is a change in control, any unvested performance-based
restricted share units automatically vest if the participant is involuntarily
terminated or awards are not assumed or replaced by the successor company.
Grants of performance-based restricted stock units granted under the 2007 Plan
made in January 2009 will continue to have a one-year performance period but
will vest in equal increments over three years.
Under
both the 1998 Plan and 2007 Plan, grantees receive dividends on the full amount
of restricted stock (or restricted stock units) granted, regardless of vesting,
at the same rate as is payable on the Company’s common stock.
Outstanding
Equity Awards at Fiscal Year-End.
The following table contains information concerning the outstanding
equity awards owned by the NEOs at the end of 2008.
2008
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
Name
|
Option
Awards
|
Stock
Awards
|
|||||||||
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock that Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock that Have Not Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
that Have Not Vested
(#)
(17)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights that Have Not Vested
($)
|
|||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||
|
W.
Allen Doane
|
93,500
|
0
|
N/A
|
28.3125
|
1/23/2011
|
70,519
|
(12)
|
1,767,206
|
44,176
|
1,107,051
|
|
|
75,000
|
0
|
26.5200
|
1/22/2012
|
||||||||
|
85,000
|
0
|
26.0050
|
1/21/2013
|
||||||||
|
85,000
|
0
|
33.5050
|
2/24/2014
|
||||||||
|
70,000
|
0
|
44.4450
|
1/25/2015
|
||||||||
|
36,466
|
18,234
|
(1)
|
52.5250
|
1/24/2016
|
|||||||
|
28,000
|
56,000
|
(2)
|
48.1900
|
1/23/2017
|
|||||||
|
0
|
127,159
|
(3)
|
45.3800
|
1/29/2018
|
|||||||
|
Christopher
J. Benjamin
|
2,200
|
0
|
N/A
|
26.0050
|
1/21/2013
|
13,045
|
(13)
|
326,908
|
8,814
|
220,879
|
|
|
20,900
|
0
|
33.5050
|
2/24/2014
|
||||||||
|
204
|
0
|
38.7459
|
8/21/2011
|
||||||||
|
9,900
|
0
|
44.4450
|
1/25/2015
|
||||||||
|
7,000
|
3,500
|
(1)
|
52.5250
|
1/24/2016
|
|||||||
|
5,171
|
10,343
|
(4)
|
48.1900
|
1/23/2017
|
|||||||
|
0
|
25,373
|
(5)
|
45.3800
|
1/29/2018
|
|||||||
|
James
S. Andrasick
|
25,589
|
0
|
N/A
|
33.5050
|
2/24/2014
|
23,661
|
(14)
|
592,945
|
12,488
|
312,949
|
|
|
21,200
|
0
|
44.4450
|
1/25/2015
|
||||||||
|
11,200
|
5,600
|
(1)
|
52.5250
|
1/24/2016
|
|||||||
|
7,326
|
14,653
|
(6)
|
48.1900
|
1/23/2017
|
|||||||
|
0
|
35,945
|
(7)
|
45.3800
|
1/29/2018
|
|||||||
|
Stanley
M. Kuriyama
|
28,000
|
0
|
N/A
|
28.3125
|
1/23/2011
|
16,146
|
(15)
|
404,619
|
11,752
|
294,505
|
|
|
22,000
|
0
|
26.5200
|
1/22/2012
|
||||||||
|
25,000
|
0
|
26.0050
|
1/21/2013
|
||||||||
|
30,400
|
0
|
33.5050
|
2/24/2014
|
||||||||
|
14,100
|
0
|
44.4450
|
1/25/2015
|
||||||||
|
8,400
|
4,200
|
(1)
|
52.5250
|
1/24/2016
|
|||||||
|
6,464
|
12,929
|
(8)
|
48.1900
|
1/23/2017
|
|||||||
|
0
|
33,830
|
(9)
|
45.3800
|
1/29/2018
|
|||||||
|
Matthew
J. Cox
|
5,700
|
0
|
N/A
|
44.4450
|
1/25/2015
|
8,684
|
(16)
|
217,621
|
6,244
|
156,475
|
|
|
5,600
|
2,800
|
(1)
|
52.5250
|
1/24/2016
|
|||||||
|
3,663
|
7,326
|
(10)
|
48.1900
|
1/23/2017
|
|||||||
|
0
|
17,972
|
(11)
|
45.3800
|
1/29/2018
|
|||||||
FOOTNOTES:
|
(1)
|
Vesting
date of unvested options - 1/25/09
|
|
(2)
|
Vesting
dates of unvested options - 28,000 shares each on 1/24/09 and
1/24/10
|
|
(3)
|
Vesting
dates of unvested options - 42,386 shares each on 1/30/09 and 1/30/10 and
42,387 shares on 1/30/11
|
|
(4)
|
Vesting
dates of unvested options - 5,171 shares on 1/24/09 and 5,172 shares on
1/24/10
|
|
(5)
|
Vesting
dates of unvested options - 8,457 shares on 1/30/09 and 8,458 shares each
on 1/30/10 and 1/30/11
|
|
(6)
|
Vesting
dates of unvested options - 7,326 shares on 1/24/09 and 7,327 shares on
1/24/10
|
|
(7)
|
Vesting
dates of unvested options -11,981 shares on 1/30/09 and 11,982 shares each
on 1/30/10 and 1/30/11
|
|
(8)
|
Vesting
dates of unvested options - 6,464 shares on 1/24/09 and 6,465 shares on
1/24/10
|
|
(9)
|
Vesting
dates of unvested options - 11,276 shares on 1/30/09 and 11,277 shares
each on 1/30/10 and 1/30/11
|
|
(10)
|
Vesting
dates of unvested options - 3,663 shares each on 1/24/09 and
1/24/10
|
|
(11)
|
Vesting
dates of unvested options - 5,990 shares on 1/30/09 and 5,991 shares each
on 1/30/10 and 1/30/11
|
|
(12)
|
Vesting
dates of unvested stock - 3,200 shares on 2/25/09; 9,068 shares on
1/25/09; 8,500 shares each on 1/24/09 and 1/24/10; and 7,362 shares on
1/30/09 and 7,363 shares each on 1/30/10 and
1/30/11
|
|
(13)
|
Vesting
dates of unvested stock - 820 shares on 2/25/09; 1,750 shares on 1/25/09;
1,569 shares each on 1/24/09 and 1/24/10; and 1,469 shares each on
1/30/09, 1/30/10 and 1/30/11
|
|
(14)
|
Vesting
dates of unvested stock - 1,620 shares on 2/25/09; 2,784 shares on
1/25/09; 2,223 shares each on 1/24/09 and 1/24/10; and 2,081 shares each
on 1/30/09 and 1/30/10 and 2,082 shares on
1/30/11
|
|
(15)
|
Vesting
dates of unvested stock - 1,200 shares on 2/25/09; 2,100 shares on
1/25/09; 1,961 shares each on 1/24/09 and 1/24/10; and 1,958 shares on
1/30/09 and 1,959 shares each on 1/30/10 and
1/30/11
|
|
(16)
|
Vesting
dates of unvested stock - 400 shares on 2/25/09; 1,400 shares on 1/25/09;
1,111 shares on 1/24/09 and 1,112 shares on 1/24/10; and 1,040 shares on
1/30/09 and 1,041 shares each on 1/30/10 and
1/30/11
|
|
(17)
|
Vesting
date of unvested performance based stock -
1/30/09
|
Option
Exercises and Stock Vested. The following table contains information
concerning option exercises and stock awards for the NEOs in
2008.
OPTION
EXERCISES AND STOCK VESTED FOR 2008
|
Name
|
OPTION
AWARDS
|
STOCK
AWARDS
|
||
|
Number
of Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)
|
Number
of Shares
Acquired
on
Vesting
(#)
|
Value
Realized
on
Vesting
($)
|
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|
W.
Allen Doane
|
0
|
0
|
99,909
|
4,395,753
|
|
Christopher
J. Benjamin
|
0
|
0
|
16,091
|
708,273
|
|
James
S. Andrasick
|
0
|
0
|
37,807
|
1,665,702
|
|
Stanley
M. Kuriyama
|
0
|
0
|
22,280
|
981,134
|
|
Matthew
J. Cox
|
0
|
0
|
11,829
|
520,332
|
The value
realized in columns (c) and (e) was calculated based on the closing price of
A&B common stock. No amounts realized upon exercise of options or vesting of
stock have been deferred.
Pension
Benefits. The following table contains information concerning pension
benefits for the NEOs at the end of 2008.
PENSION
BENEFITS FOR 2008
|
Name
|
Plan
Name
|
Number
of Years Credited Service
(#)
|
Present
Value of Accumulated Benefit
($)
|
Payments
During Last Fiscal Year
($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|
W.
Allen Doane
|
A&B
Retirement Plan for Salaried Employees
|
17.8
|
693,998
|
0
|
|
A&B
Excess Benefits Plan
|
17.8
|
7,216,272
|
0
|
|
|
A&B
1985 Supplemental Executive Retirement Plan
|
20.9
(1)
|
2,043,123
|
0
|
|
|
A&B
Executive Survivor/Retirement Benefit Plan
|
20.9
(1)
|
1,467,970
|
0
|
|
|
Christopher
J. Benjamin
|
A&B
Retirement Plan for Salaried Employees
|
7.4
|
111,188
|
0
|
|
A&B
Excess Benefits Plan
|
7.4
|
227,986
|
0
|
|
|
James
S. Andrasick
|
Retirement
Plan for Employees of Matson
|
8.6
|
340,752
|
0
|
|
A&B
Excess Benefits Plan
|
8.6
|
1,792,000
|
0
|
|
|
Stanley
M. Kuriyama
|
A&B
Retirement Plan for Salaried Employees
|
17.0
|
468,380
|
0
|
|
A&B
Excess Benefits Plan
|
17.0
|
1,316,923
|
0
|
|
|
Matthew
J. Cox
|
Retirement
Plan for Employees of Matson
|
7.6
|
129,978
|
0
|
|
A&B
Excess Benefits Plan
|
7.6
|
230,026
|
0
|
|
(1)
|
Years
of credited benefit service used to determine annual accrued pension
benefit is 25 years minus the number of years between date of
determination and member’s normal retirement
date.
|
Actuarial
assumptions used to determine the present values of the retirement benefits
include: Discount rates for qualified and non-qualified retirement
plans of 6.25 percent and 6.00 percent, respectively. 2009 Applicable Mortality
Table and PPA 3-segment lump sum interest rates (with applicable transition
weightings and 38.5 percent marginal tax rate adjustment) of 3.02 percent (for
first 5 years), 3.38 percent (next 15 years) and 3.27 percent (years in excess
of 20) for participants age 62 and over in 2009, used for the A&B Excess
Benefits Plan and A&B 1985 Supplemental Executive Retirement Plan. Different
applicable transition weightings (based on year of attainment of age 62) applied
to 3-segment interest rates for other participants. Age 62 (or current age, if
greater) is the assumed retirement age. Qualified benefits are assumed to be
paid on a life annuity basis. The A&B Excess Benefits Plan benefits are paid
as a lump sum equal to the present value of the benefit assumed to be paid on a
life annuity basis. A&B 1985 Supplemental Executive Retirement Plan benefits
are paid as a lump sum equal to the present value of the benefit assumed to be
paid on an unreduced 50 percent joint and survivor annuity basis, assuming a
hypothetical spouse three years younger. The A&B Executive
Survivor/Retirement Plan benefits are assumed to be paid as a guaranteed 10-year
annuity unless an election has been made to receive a lump sum equal to the
present value of a guaranteed 10-year annuity.
A&B
Retirement Plan for Salaried Employees: The A&B Retirement
Plan provides retirement benefits to the Company’s salaried employees who are
not subject to collective bargaining agreements. Retirement benefits are based
on participants’ average monthly compensation in the five highest consecutive
years of their final 10 years of service. Compensation includes base salary,
overtime pay and one-year bonuses. The amounts are based on an ordinary straight
life annuity payable at normal retirement age. An employee vests after five
years of service with the Company. The normal retirement age is 65. An employee
may take early retirement at age 55 or older, if the employee has already
completed at least five years of service with the Company. If an employee
retires early, the same formula for normal retirement is used, although the
benefit will be reduced for commencement before age 62 because the employee will
receive payment early over a longer period of time. A substantially similar
plan, the Retirement Plan for Employees of Matson, provides retirement benefits
to the employees of Matson. Messrs. Doane, Andrasick and Kuriyama are
eligible for early retirement.
A&B
Excess Benefits Plan: The Excess Benefits Plan was adopted to
help the Company meet its objectives for retirement plans, including assisting
employees with retirement income planning, increasing the attractiveness of
employment with the Company and attracting mid-career executives. The Excess
Benefits Plan works together with the Qualified Retirement Plans and A&B
Profit Sharing Retirement Plan to provide Company benefits and contributions in
an amount equal to what otherwise would have been provided using the Qualified
Retirement Plans’ formulas except for the contribution, compensation and
benefits limits imposed by tax law. Under the A&B Profit Sharing Retirement
Plan, amounts are credited to executives’ accounts, to be payable after the
executive’s separation from service. Executives may elect to convert cash
payments in their accounts to common stock-equivalent units. Benefits based on
the Qualified Retirement Plan are also payable after the executive’s separation
from service. Payment will be made six months following separation from service
to the extent required by the Internal Revenue Code. Executives
joining the Company after December 31, 2007 do not qualify to participate in the
A&B Excess Benefits Plan.
A&B
1985 Supplemental Executive Retirement Plan: The A&B 1985
Supplemental Executive Retirement Plan was adopted to enhance the Company’s
ability to hire and retain executives who, because of a career change, would
have less than a full service career with the Company. At normal retirement, the
award is calculated as if the participant had 25 years of service at normal
retirement reduced by benefits payable under the Qualified Retirement Plan, the
A&B Excess Benefits Plan and the benefit equivalent which the Participant is
eligible to receive or has received under the pension plan of another employer.
The benefit is payable under the plan in a single lump sum at the time benefits
are payable under the Qualified Retirement Plan. Payment will be made six months
following separation from service to the extent required by the Internal Revenue
Code.
A&B
Executive Survivor/Retirement Benefit Plan: The Supplemental
Executive Retirement Plan was adopted to provide selected executives with
supplemental pre-retirement death benefits. The Executive Survivor Plan provides
for a pre-retirement death benefit equal to 50 percent of final base
compensation payable for 10 years and, at such person’s election upon
retirement, either (i) a continuation of such death benefit or (ii) a
retirement income benefit equal to 26 percent of final base compensation payable
for 10 years. The executive can elect to receive the benefit in a lump
sum. Payment will be made six months following separation from
service to the extent required by the Internal Revenue
Code.
Non-Qualified
Deferred Compensation. The following table contains information
concerning non-qualified deferred compensation for the NEOs in
2008.
|
Name
|
Executive
Contributions in Last FY
($)
|
Registrant
Contributions in Last FY
($)
(1)
|
Aggregate
Earnings in Last FY
($)
|
Aggregate
Withdrawals/ Distributions
($)
|
Aggregate
Balance at Last FYE
($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|
W.
Allen Doane
|
0
|
17,060
|
(802,539)
(2)
|
0
|
805,779
|
|
Christopher
J. Benjamin
|
0
|
2,813
|
95
|
0
|
6,417
|
|
James
S. Andrasick
|
0
|
8,122
|
800
|
0
|
54,137
|
|
Stanley
M. Kuriyama
|
0
|
5,100
|
487
|
0
|
32,933
|
|
Matthew
J. Cox
|
0
|
2,887
|
(7,721)
(2)
|
0
|
7,959
|
|
(1)
|
Contributions
reflect amounts paid in 2008 based on 2007 deferrals. These amounts are
reported in the Summary Compensation Table as 2007
compensation.
|
|
(2)
|
Includes
the change in value of common stock equivalent
units.
|
Executives
that formerly received awards under the Three-Year Performance Improvement
Incentive Plan (“Three-Year PIIP”) were able to defer up to 100 percent of their
PIIP or Three-Year PIIP award payouts to a future date in the form of cash
and/or stock equivalent units. Any cash amounts that were deferred are credited
with annually compounded interest equal to the New York Reserve Bank discount
rate effective as of January 15 of each year within the deferral period plus 1
percent. Stock equivalent units are credited with dividends and are reinvested
to purchase additional common stock equivalents valued at fair market value
until such time as the deferral account is paid. Cash payments under the plan
are made in a single lump sum or in installments at the election of the
participant over a designated period. No awards were made under the Three-Year
PIIP in 2008 or 2009, and the Compensation Committee does not plan to grant any
cash awards under the Three-Year PIIP in the near-term.
Other
Potential Post-Employment Payments.
Change
in Control Agreements: As described in the CD&A section of
this Proxy Statement, A&B has Change in Control Agreements with the five
NEOs in order to encourage their continued employment with A&B by providing
them with greater security in the event of termination of their employment
following a change in control of A&B. The Company has adopted a
participation policy that extends Agreements to only senior level executives
whose employment would be most likely at risk upon a Change in Control. Each
Change in Control Agreement has an initial one-year term and is automatically
extended at the end of each term for a successive one-year period, unless
terminated by A&B. The Change in Control Agreements provide for certain
severance benefits if the executive’s employment is terminated by A&B
without “cause” or by the executive for “good reason” following a “Change in
Control Event” of A&B, as defined by Internal Revenue Code Section 409A.
Upon termination of employment, the executive will be entitled to receive a
lump-sum severance payment equal to two times the sum of the executive’s base
salary and bonus, plus certain awards and amounts under various A&B
incentive and deferred compensation plans, and an amount equal to the spread
between the exercise price of outstanding options held by the executive and the
fair market value at the time of termination. In addition, A&B will maintain
all (or provide similar) employee benefit plans for the executive’s continued
benefit for a period of two years after termination. A&B will also reimburse
executives for individual outplacement counseling services. Under certain
limited circumstances, the Agreements provide for a conditional tax gross-up
payment to offset any excise taxes that may become payable under Sections 280G
and 4999 of the tax code, if the executive’s employment is terminated without
cause or for good reason following a change in control of A&B; currently,
four of the five NEOs would not receive any tax gross-up payments following a
change in control event.
If there
is a potential change in control of the Company, the executive agrees to remain
in the employ of the Company until the earliest of (1) a date six months after
the occurrence of the potential change in control, (2) the termination of the
executive’s employment by reason of disability or retirement, or (3) the
occurrence of a change in control of the Company. A “potential change in control
of the Company” is deemed to occur if the Company enters into a change in
control agreement, any person publicly announces an intention to take actions
leading to the change in control of the Company, any person becomes the
beneficial owner of 20 percent or more of the voting power of the Company, or
the Board adopts a resolution that a potential change in control has
occurred.
Executive
Severance Plan: The Company also has an Executive Severance
Plan (“Severance Plan”) that covers certain designated executives, including the
NEOs. The purpose of the Severance Plan is to retain key employees and to
encourage such employees to use their best business judgment in managing the
Company’s affairs. The Severance Plan continues from year to year, subject to a
periodic review by the Board of Directors. The Severance Plan provides certain
severance benefits if a designated executive is involuntarily terminated without
“cause” or laid off from employment as part of a job elimination/restructuring
or reduction in force. Upon such termination of employment, the executive will
be entitled to receive an amount equal to six months’ base salary, payable in
equal installments over a period of one year, and designated benefits. If the
executive executes an acceptable release agreement, the executive shall receive
additional benefits, including an additional six months of base salary and
designated benefits, reimbursement for outplacement counseling services and a
prorated share of incentive plan awards at target levels that would have been
payable to the executive had he or she remained employed until the end of the
applicable performance period. Payments under the Severance Plan begin six
months after termination for executive officers.
Voluntary
Resignation: If
the executive voluntarily resigns from the Company, no amounts are payable under
the PIIP. The executive may be entitled to receive retirement and retiree health
and medical benefits to the extent those benefits have been earned or vested
under the provisions of the plans. The executive may have up to three to six
months after termination to exercise stock options to the degree vested at the
time of termination. In addition, the executive would be entitled to any amounts
voluntarily deferred (and the earnings accrued) under the Deferred Compensation
Plan, Individual Deferred Compensation Plan and the Profit Sharing Retirement
Plan. The executive would forfeit the bonus under the Restricted Stock Bonus
Plan and the original deferred shares may be repurchased by the Company at the
lower of the then fair market value of the shares or the amount of the award
applied to the acquisition of the restricted shares.
Other
benefits, as described in the CD&A section of this Proxy Statement, may
include participation in the A&B Retirement Plan, the A&B Executive
Survivor/Retirement Benefit Plan, the A&B Excess Benefits Plan, and the
A&B 1985 Supplemental Executive Retirement Plan.
The
following tables show the potential value to each executive under various
termination-related scenarios.
EXECUTIVE
TERMINATION SCENARIOS
W.
Allen Doane
|
Components
|
Change
in Control
w/Termination
($)
|
Termination
w/o cause ($)(1)
|
Termination
w/cause
($)
|
Voluntary
Resignation
($)
|
Retirement
($)(2)
|
Death
($)
|
Disability
($)(3)
|
Early
Retirement ($)(4)
|
|||||||
|
Cash
Severance
|
$4,222,605
|
$1,365,525
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||
|
Retirement
Benefits (5)
|
$2,019,857
|
$1,006,031
|
-$2,788,476
|
(7)
|
-$1,241,556
|
(7)
|
$3,462,472
|
--
|
$1,512,546
|
||||||
|
$39,204
|
(6)
|
$39,204
|
(6)
|
$39,204
|
(6)
|
$39,204
|
(6)
|
Not
yet eligible
|
-$291,672
|
(6)(7)
|
$39,204
|
||||
|
Health
& Welfare Benefits
|
$35,831
|
$12,960
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||
|
Outplacement
Counseling
|
$10,000
|
$10,000
|
|||||||||||||
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||
|
Long-Term
Incentives (8)
|
$1,840,507
|
--
|
--
|
--
|
--
|
$1,795,011
|
$1,795,011
|
(9)
|
$1,795,011
|
(9)
|
|||||
|
Total
(lump sum)
|
$8,128,800
|
$2,394,516
|
-$2,788,476
|
-$1,241,556
|
$0
|
$5,257,483
|
$1,795,011
|
$3,307,557
|
|||||||
|
Total
(annuity)
|
$39,204
|
$39,204
|
$39,204
|
$39,204
|
--
|
-$291,672
|
--
|
39,204
|
|||||||
Christopher
J. Benjamin
|
Components
|
Change
in Control w/Termination ($)
|
Termination
w/o cause ($)(1)
|
Termination
w/cause ($)
|
Voluntary
Resignation ($)
|
Retirement
($)(2)
|
Death
($)
|
Disability
($)(3)
|
Early
Retirement ($)(4)
|
||||||
|
Cash
Severance
|
$1,502,962
|
$520,000
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
|
Retirement
Benefits (5)
|
$434,193
|
$55,972
|
$55,972
|
$55,972
|
$62,013
|
|||||||||
|
-$24,843
|
(6)(7)
|
-$24,843
|
(6)(7)
|
-$24,843
|
(6)(7)
|
-$24,843
|
(6)(7)
|
Not
yet eligible
|
-$73,074
|
(6)(7)
|
--
|
Not
yet eligible
|
||
|
Health
& Welfare Benefits
|
$20,558
|
$9,299
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
|
Outplacement
Counseling
|
$10,000
|
$10,000
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
|
280G
Tax Gross-up
|
$685,288
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
|
Long-Term
Incentives (8)
|
$363,921
|
--
|
--
|
--
|
--
|
$354,844
|
$354,844
|
(9)
|
--
|
|||||
|
Total
(lump sum)
|
$3,016,922
|
$595,271
|
$55,972
|
$55,972
|
0
|
$416,857
|
$354,844
|
0
|
||||||
|
Total
(annuity)
|
-$24,843
|
-$24,843
|
-$24,843
|
-$24,843
|
--
|
-$73,074
|
--
|
--
|
||||||
James S.
Andrasick
|
Components
|
Change
in Control w/Termination ($)
|
Termination
w/o cause ($)(1)
|
Termination
w/cause ($)
|
Voluntary
Resignation ($)
|
Retirement
($)(2)
|
Death
($)
|
Disability
($)(3)
|
Early
Retirement ($)(4)
|
|||
|
Cash
Severance
|
$2,211,586
|
$775,000
|
--
|
--
|
--
|
--
|
--
|
--
|
|||
|
$222,147
|
$38,121
|
||||||||||
|
Retirement
Benefits (5)
|
--
|
--
|
--
|
--
|
-$164,977
|
(6)(7)
|
--
|
--
|
|||
|
Health
& Welfare Benefits
|
$26,103
|
$7,383
|
--
|
--
|
--
|
--
|
--
|
--
|
|||
|
Outplacement
Counseling
|
$10,000
|
$10,000
|
--
|
--
|
--
|
--
|
--
|
--
|
|||
|
Long-Term
Incentives (8)
|
$534,730
|
--
|
--
|
--
|
--
|
$521,869
|
$521,869
|
(9)
|
$521,869
|
(9)
|
|
|
Total
(lump sum)
|
$3,004,567
|
$792,383
|
$0
|
$0
|
$0
|
$559,990
|
$521,869
|
$521,869
|
|||
|
Total
(annuity)
|
--
|
--
|
--
|
--
|
--
|
-$164,977
|
--
|
--
|
|||
Stanley
M. Kuriyama
|
Components
|
Change
in Control w/Termination ($)
|
Termination
w/o cause ($)(1)
|
Termination
w/cause ($)
|
Voluntary
Resignation ($)
|
Retirement
($)(2)
|
Death
($)
|
Disability
($)(3)
|
Early
Retirement ($)(4)
|
|||||||
|
Cash
Severance
|
$1,778,824
|
$640,000
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||
|
$996,518
|
$352,307
|
$352,307
|
$352,307
|
$387,817
|
$352,307
|
||||||||||
|
Retirement
Benefits (5)
|
$55,825
|
(6)
|
$55,825
|
(6)
|
$55,825
|
(6)
|
$55,825
|
(6)
|
Not
yet eligible
|
-$53,946
|
(6)
|
--
|
$55,825
|
(6)
|
|
|
Health
& Welfare Benefits
|
$30,762
|
$11,850
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||
|
Outplacement
Counseling
|
$10,000
|
$10,000
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||
|
Long-Term
Incentives (8)
|
$475,488
|
--
|
--
|
--
|
--
|
$463,385
|
$463,385
|
(9)
|
$463,385
|
(9)
|
|||||
|
Total
(lump sum)
|
$3,291,592
|
$1,014,157
|
$352,307
|
$352,307
|
$0
|
$851,202
|
$463,385
|
$815,692
|
|||||||
|
Total
(annuity)
|
$55,825
|
$55,825
|
$55,825
|
$55,825
|
--
|
-$53,946
|
--
|
$55,825
|
|||||||
Matthew
J. Cox
|
Components
|
Change
in Control w/Termination ($)
|
Termination
w/o cause ($)(1)
|
Termination
w/cause ($)
|
Voluntary
Resignation ($)
|
Retirement
($)(2)
|
Death ($)
|
Disability
($)(3)
|
Early
Retirement ($)(4)
|
||||||
|
Cash
Severance
|
$1,450,550
|
$562,500
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
|
$362,765
|
$41,189
|
$41,189
|
$41,189
|
$46,959
|
||||||||||
|
Retirement
Benefits (5)
|
-$29,041
|
(6)(7)
|
-$29,041
|
(6)(7)
|
-$29,041
|
(6)(7)
|
-$29,041
|
(6)(7)
|
Not
yet eligible
|
-$82,846
|
(6)(7)
|
--
|
Not
yet eligible
|
|
|
Health
& Welfare Benefits
|
$40,103
|
$18,902
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
|
Outplacement
Counseling
|
$10,000
|
$10,000
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
|
Long-Term
Incentives (8)
|
$257,291
|
--
|
--
|
--
|
--
|
$250,861
|
$250,861
|
(9)
|
--
|
|||||
|
Total
(lump sum)
|
$2,120,709
|
$632,591
|
$41,189
|
$41,189
|
$0
|
$297,820
|
$250,861
|
$0
|
||||||
|
Total
(annuity)
|
-$29,041
|
-$29,041
|
-$29,041
|
-$29,041
|
--
|
-$82,846
|
--
|
--
|
||||||
|
(1)
|
Assumes
execution of an acceptable release agreement as provided by the Executive
Severance Plan.
|
|
(2)
|
An
executive may retire at age 62 with unreduced retirement benefits under
qualified retirement plans.
|
|
(3)
|
If
an NEO is disabled, he will continue to accrue pension benefits as long as
he is continuously receiving disability benefits under A&B’s sickness
benefits plan or long-term disability benefit plan. Should the NEO stop
receiving disability benefits, the accrual of credited vesting service and
credited benefit service will cease. Upon the later of attainment of age
65 or the date at which he is no longer eligible for disability benefits,
the NEO will be entitled to receive a retirement benefit based on (a) his
years of credited benefit service including the period while he had been
receiving disability benefits and (b) his compensation determined as if he
continued to receive his rate of pay in effect just prior to his becoming
disabled for the period he was receiving disability
benefits.
|
|
(4)
|
Employees
may elect “Early Retirement” upon attaining 55 years of age, with five
years of service or more.
|
|
(5)
|
Retirement
Benefits figures are incremental to the values shown in the Pension
Benefits Table, which uses a different set of assumptions as described in
the related narrative.
|
|
(6)
|
Present
value of amount paid as an annuity.
|
|
(7)
|
The
Retirement Benefits figures are incremental to the values shown in the
Pension Benefits Table. Under certain termination scenarios, benefits
reflected in the Pension Benefits Table under the various retirement plans
are forfeited, resulting in a negative
value.
|
|
(8)
|
Includes
the gain on accelerated stock options and the value of accelerated
restricted stock.
|
|
(9)
|
An
NEO receives continued three-year vesting of stock options; see
Outstanding Equity Awards at Fiscal Year-End table in this Proxy Statement
for vested and unvested equity
awards.
|
All
amounts shown are lump-sum payments, unless otherwise noted. Assumptions used in
the tables above include: Discount rates for qualified and non-qualified
retirement plans of 6.25 percent and 6.0 percent, respectively; PPA 3-segment
lump sum interest rates (with applicable transition weightings and 38.5 percent
marginal tax rate adjustment) of 3.02 percent (for first 5 years), 3.38 percent
(next 15 years) and 3.27 percent (years in excess of 20) used for A&B Excess
Benefits Plan and A&B 1985 Supplemental Retirement Benefit Plan
retirement/termination lump sums; PPA 3-segment lump sum interest rates of 4.91
percent (for first 5 years), 5.5 percent (for next 15 years), 5.31 percent (for
years in excess of 20) for A&B Executive Survivor/Retirement Benefit Plan
retirement/termination lump sums; PPA 3-segment lump sum interest rates (with
applicable transition weightings and 39 percent marginal tax rate adjustment) of
2.81 percent (for first 5 years), 2.94 percent (next 15 years) and 3.00 percent
(years in excess of 20) used for change in control lump sums under A&B
Excess Benefits Plan and A&B 1985 Supplemental Retirement Benefit Plan; PPA
3-segment lump sum interest rates of 4.60 percent (for first 5 years), 4.82
percent (next 15 years) and 4.91 percent (years in excess of 20) used for change
in control lump sums under Executive Survivor/Retirement Benefit Plan; certain
mortality assumptions; and a stock price of $25.06. Qualified benefits are
assumed to be paid on a life annuity basis. A&B Excess Benefits Plan
benefits are paid as a lump sum equal to the present value of the benefit
assumed to be paid on a life annuity basis. A&B 1985 Supplemental Executive
Retirement Plan benefits are paid as a lump sum equal to the present value of
the benefit assumed to be paid on an unreduced 50 percent joint and survivor
annuity basis, based on participants’ and spouses’ ages on 12/31/08. A&B
Executive Survivor/Retirement Plan benefits are assumed to be paid as a
guaranteed 10-year annuity, except when paid as a lump sum for a change in
control or termination without cause.
Statements
in this section that are not historical facts are “forward-looking statements”
that involve a number of risks and uncertainties that could cause actual results
to differ materially from those contemplated by the relevant forward-looking
statement.
Executive
Transition Agreement with Mr. Andrasick. In August 2008,
Matson entered into an Executive Transition Agreement with Mr. Andrasick in
which Mr. Andrasick, who was President and Chief Executive Officer of Matson,
will serve as Matson’s Chairman of the Board from October 1, 2008 to August 31,
2009, at which time Mr. Andrasick will retire from the Company. All
elements of Mr. Andrasick’s compensation will remain the same, including an
equity grant in 2009, with the number of options and shares to be determined by
the methodology approved by the Compensation Committee and subject to the terms
of the 2007 Plan. After August 31, 2009, Mr. Andrasick will be
compensated for any consulting services as follows: (a) for services
provided in connection with any litigation, administrative proceedings or
investigations, an hourly rate of $400; and (b) for services provided in
connection with business-related matters or general consulting, an hourly rate
of $600. Mr. Andrasick also executed a release of claims as part of
the Executive Transition Agreement.
Compensation
Committee Report
The
Compensation Committee has reviewed and discussed the CD&A section of this
Proxy Statement with management and, based on these discussions and review, it
has recommended to the Board of Directors that the CD&A disclosure be
included in this Proxy Statement.
The
foregoing report is submitted by Mr. King (Chairman), Dr. Chun,
Ms. Shaw and Mr. Watanabe.
AUDIT
COMMITTEE REPORT
The Audit
Committee provides assistance to the Board of Directors in fulfilling its
obligations with respect to matters involving the accounting, auditing,
financial reporting, internal control and legal compliance functions of A&B,
including the review and approval of all related person transactions required to
be disclosed in this Proxy Statement. Among other things, the Audit Committee
reviews and discusses with management and Deloitte & Touche LLP,
A&B’s independent registered public accounting firm, the results of the
year-end audit of A&B, including the auditors’ report and audited financial
statements. In this context, the Audit Committee has reviewed and discussed
A&B’s audited financial statements with management, has discussed with
Deloitte & Touche LLP the matters required to be discussed by Statement
on Auditing Standards No. 61, as amended, and, with and without management
present, has discussed and reviewed the results of the independent registered
public accounting firm’s audit of the financial statements.
The Audit
Committee has received the written communication regarding independence from
Deloitte & Touche LLP required under the rules of the Public Company
Accounting Oversight Board, and has discussed with Deloitte & Touche
LLP its independence from A&B. The Audit Committee has determined that the
provision of non-audit services rendered by Deloitte & Touche LLP to
A&B is compatible with maintaining the independence of Deloitte &
Touche LLP from A&B in the conduct of its auditing function.
In
compliance with applicable SEC rules, the Audit Committee has adopted policies
and procedures for Audit Committee approval of audit and non-audit services.
Under such policies and procedures, the Audit Committee pre-approves or has
delegated to the Chairman of the Audit Committee authority to pre-approve all
audit and non-prohibited, non-audit services performed by the independent
registered public accounting firm in order to assure that such services do not
impair the auditor’s independence. Any additional proposed services or costs
exceeding pre-approved cost levels require additional pre-approval as described
above. The Audit Committee may delegate pre-approval authority to one or more of
its members for services not to exceed a specific dollar amount per engagement.
Requests for pre-approval include a description of the services to be performed,
the fees to be charged and the expected dates that the services will be
performed.
Based on
the review and discussions referred to above, the Audit Committee recommended to
the Board of Directors that A&B’s audited consolidated financial statements
be included in A&B’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 for filing with the SEC. The Audit Committee also
has appointed, subject to shareholder ratification, Deloitte & Touche
LLP as A&B’s independent registered public accounting firm.
The
foregoing report is submitted by Mr. Pasquale (Chairman),
Messrs. Baird and Dods, and Ms. Lau.
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit
Committee of the Board of Directors has appointed Deloitte &
Touche LLP as the independent registered public accounting firm of A&B
for the ensuing year, and the Audit Committee recommends that shareholders vote
in favor of ratifying such appointment. Deloitte & Touche LLP and
its predecessors have served A&B as such since 1957. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual
Meeting, where they will have the opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions from
shareholders.
For the
years ended December 31, 2008 and 2007, professional services were
performed by Deloitte & Touche LLP (including consolidated affiliates)
as follows:
Audit
Fees. The aggregate fees billed for the audit of the Company’s annual
financial statements, including Sarbanes-Oxley Section 404
attestation-related work, for the
fiscal years ended
December 31, 2008 and 2007 and for the reviews of the financial statements
included in the Company’s Quarterly Reports on Form 10-Q were
approximately $1,605,000
and $1,617,000, respectively.
Audit-Related
Fees. The aggregate fees billed for Audit-Related services for the fiscal
years ended December 31, 2008 and 2007 were approximately $126,000 and
$136,000, respectively.
The fees related to audits of employee benefit plans for the fiscal years ended
December 31, 2008 and 2007.
Tax
Fees. The aggregate fees billed for tax services for the fiscal years
ended December 31, 2008 and 2007 were approximately $21,000 and $48,000,
respectively. The fees
in 2008 related primarily
to research performed on tonnage tax, and the fees in 2007 related to research
done on tonnage tax and on a real property tax
appeal.
All
Other Fees. There were no aggregate fees for services not included above
for the fiscal years ended December 31, 2008 and
2007.
OTHER
BUSINESS
The Board
of Directors of A&B knows of no other business to be presented for
shareholder action at the Annual Meeting. However, should matters other than
those included in this Proxy Statement properly come before the Annual Meeting,
the proxyholders named in the accompanying proxy will use their best judgment in
voting upon them.
SHAREHOLDER
PROPOSALS FOR 2010
Proposals
of shareholders intended to be presented pursuant to Rule 14a-8 under the
Exchange Act at the Annual Meeting of A&B in the year 2010 must be received
at the headquarters of A&B on or before November 12, 2009 in order to
be considered for inclusion in the year 2010 Proxy Statement and proxy. In order
for proposals of shareholders made outside of Rule 14a-8 under the Exchange
Act to be considered “timely” within the meaning of Rule 14a-4(c) under the
Exchange Act, such proposals must be received at the headquarters of A&B not
later than December 31, 2009. A&B’s Bylaws require that proposals of
shareholders made outside of Rule 14a-8 under the Exchange Act must be
submitted, in accordance with the requirements of the Bylaws, not later than
December 31, 2009 and not earlier than December 1, 2009.
By Order
of the Board of Directors
/s/
Alyson J. Nakamura
ALYSON J.
NAKAMURA
Corporate
Secretary
March 12,
2009
Appendix
A
List of
Companies Included in Surveys Used by A&B for Compensation
Purposes
2008
US Mercer Benchmark Database Participant List: 1-800
CONTACTS, Inc., 21st Century Oncology, Inc., 7-Eleven, Inc., 99 Cents Only
Stores, A.T. Kearney, Inc., A.T. Kearney, Inc. - North America, AAA National
Office, ABM Industries, Inc. - Engineering, ABM Industries, Inc. - Facilities
Mgmt. Group, ABM Industries, Inc. - Janitorial, ABM Industries, Inc. - Parking
Services , ACCO Brands Corporation, ACCO Brands Corporation - Day-Timer, ACCO
Brands Corporation - Global Document Finishing, ACCO Brands Corporation -
Kensington, ACCO Brands Corporation - OPG, ACCO Brands Corporation - Storage and
Organization, ACCO Brands Corporation - Workspace Tools, ACE Limited - ACE USA,
ACUITY, ADC Telecommunications, AEGON USA - Commonwealth General, AEGON USA -
Life Investors Insurance, AET Inc. Ltd., AFLAC, Inc., AGL Resources, AIPSO,
ALSAC/St. Jude Children's Research Hospital, AMERIGROUP Corporation, APC/MGE
Critical Power & Cooling Services, APCapital, Inc., APL Ltd., APL Ltd. - APL
Logistics, APL Ltd. - APL Terminals, APL Ltd. - Americas, APM Terminals North
America Inc., APP Pharmaceuticals, Inc., ARTEL, Inc., AT&T, Inc., AXA
Equitable, Abt Associates Inc., Accident Fund Insurance Company of America, Ada
County, Aditya Birla Minacs, Administaff, Advocate Healthcare, Agnesian
HealthCare, Air Frame Manufacturing & Supply Company, Inc., Air Products and
Chemicals, Air Products and Chemicals - Electronics Equipment Division, Air
Products and Chemicals - Electronics/Performance Materials Group, Air Products
and Chemicals - Energy Division, Air Products and Chemicals - Healthcare
Division, Air Products and Chemicals - Merchant Gases Group, Air Products and
Chemicals - Merchant Gases North America Division, Air Products and Chemicals -
Performance Materials Division, Air Products and Chemicals - Tonnage Gases
Division, Air Products and Chemicals - Tonnage Gases Group, Airlines Reporting
Corporation, Airlite Plastics Co., Akerman Senterfitt, Akzo Nobel, Inc., Alcoa,
Inc., Allegheny Energy, Alliance Laundry Systems, Alliant Energy, Alliant
Techsystems, Allina Health System, Allstate Corporation, Allstate Corporation -
Allstate Finance, Alltel Corporation, AmTrust Bank, AmTrust Bank - Mortgage
Banking, Ameren Corporation, AmeriCredit Corp., AmeriHealth Mercy Health Plan,
AmeriPride Services Inc., American Airlines, Inc., American Century Investments,
American Century Investments - CA, American Enterprise Group, Inc., American
Express, American Family Insurance, American Greetings, American Institute of
Physics, American National Standards Institute, American Red Cross, Louisville
Area Chapter, American Signature Inc., American University, Ameriprise
Financial, AmerisourceBergen Corporation, AmerisourceBergen Corporation -
American Health Packaging, AmerisourceBergen Corporation - Bellco, Ameristar
Casinos, Inc., Ameristar Casinos, Inc. - Ameristar Casino Council Bluffs,
Ameristar Casinos, Inc. - Ameristar Casino Kansas City, Ameristar Casinos, Inc.
- - Ameristar Casino St. Charles, Ameristar Casinos, Inc. - Ameristar Casino
Vicksburg, Ameristar Casinos, Inc. - Cactus Petes, Amica Mutual Insurance
Company, Amplifon USA, Anheuser-Busch Companies, Inc., Anheuser-Busch Companies,
Inc. - Anheuser-Busch, Inc., Anheuser-Busch Companies, Inc. - Busch Properties,
Inc., Anheuser-Busch Companies, Inc. - Packaging Group, Anheuser-Busch
Companies, Inc. - Wholesale Operations Division, Anne Arundel Medical Center,
Apex Systems, Inc., Apex Systems, Inc. - AVI Staffing, Apogee Enterprises, Inc.,
Apogee Enterprises, Inc. - Harmon, Inc., Apogee Enterprises, Inc. - Linetec,
Apogee Enterprises, Inc. - Tru Vue, Inc., Apogee Enterprises, Inc. - Viracon,
Inc., Apogee Enterprises, Inc. - Wausau Window & Wall Systems, Arby's
Restaurant Group, Arby's Restaurant Group - Central Region , Arby's Restaurant
Group - South Region, Arch Coal, Inc., Archer Daniels Midland Company, Archer
Daniels Midland Company - ARTCO, Archer Daniels Midland Company - Ag Services,
Archer Daniels Midland Company - BioProducts, Archer Daniels Midland Company -
Cocoa/Malt/Milling, Archer Daniels Midland Company - Corn Processing, Archer
Daniels Midland Company - Corn Processing Sweeteners & Starches, Archer
Daniels Midland Company - Feed/AHN, Archer Daniels Midland Company - Grain,
Archer Daniels Midland Company - Hickory Point Bank, Archer Daniels Midland
Company - Investor Services, Archer Daniels Midland Company - Malting, Archer
Daniels Midland Company - Milling, Archer Daniels Midland Company - Natural
Health & Nutrition, Archer Daniels Midland Company - Oilseeds Processing,
Archer Daniels Midland Company - Specialties, Archer Daniels Midland Company -
Trucking, Archon Group, L.P., Archstone, Argonaut Group, Argonaut Group -
Argonaut Insurance Company, Argonaut Group - Colony Insurance Company, Argonaut
Group - Great Central Insurance Company, Argonaut Group - Rockwood Insurance
Company, Argonaut Group - Trident Insurance Agency, Argonne National Laboratory,
Arkansas Blue Cross Blue Shield, Arlington County Government, Arnold and Porter,
LLP, Array Marketing Group, Inc., Arup North America Limited, Associated
Banc-Corp, Associated Banc-Corp - Consumer Banking, Associated Banc-Corp -
Corporate Banking, Associated Banc-Corp - Insurance, Associated Banc-Corp -
Wealth Management, Assurant, Inc. - Solutions, Assurant, Inc. - Solutions &
Specialty Property, Assurant, Inc. - Specialty Property , Asurion, AtlantiCare
Regional Medical Center - Atlantic City Campus, AtlantiCare Regional Medical
Center - Mainland Campus, Aurora Health Care, Aurora Health Care - Aurora
Clinical Laboratories, Aurora Health Care - Aurora Health Care Ventures, Aurora
Health Care - Aurora Medical Centers of Sheboygan County, Aurora Health Care -
Aurora Medical Group, North Region, Aurora Health Care - Memorial Hospital of
Burlington, Aurora Health Care - St. Luke's Medical Center, Aurora Loan
Services, AvalonBay Communities, Inc., Aviall, Inc., Avis Budget Group, Aviva
USA, BDO Seidman, LLP, BMW Manufacturing Co., LLC, BMW of North America, LLC,
BMW of North America, LLC - Cars, BMW of North America, LLC - Motorcycles, BOK
Financial, Inc., BOK Financial, Inc. - Bank of Oklahoma, NA, Babson College,
Ball Corporation, Ball Corporation - Ball Food & Household Prod Division,
Americas, Ball Corporation - Ball Plastics Division, Americas, Baptist Health
South Florida - Baptist Health Enterprises, Baptist Health South Florida -
Baptist Outpatient Services, Baptist Health System, Inc. - Citizens Baptist,
Battelle - National Security Global Business, Baylor Health Care System, Baylor
Health Care System - Baylor University Medical Center, Bechtel Plant Machinery,
Inc., Belk, Inc., Best Buy Company, Inc., Big Lots, Inc., Bill & Melinda
Gates Foundation, Bio-Rad Laboratories, Birmingham-Southern College, Black &
Veatch Corporation, Black & Veatch Corporation - Water Finance
Infrastructure, Blockbuster Inc., Blue Cross & Blue Shield of Rhode Island,
Blue Cross & Blue Shield of Rhode Island - The Health & Wellness
Institute, LLC, Blue Cross and Blue Shield of Alabama, Blue Cross and Blue
Shield of Kansas, Blue Cross and Blue Shield of Massachusetts, BlueCross
BlueShield of Kansas City, BlueCross BlueShield of South Carolina, Bluebonnet
Credit Union, Bluegreen Corporation, Bluegreen Corporation - Alliance Marketing,
Board of Governors of the Federal Reserve System, Boart Longyear, Bob Evans
Farms, Inc., Bob Evans Farms, Inc. - Owens Country Sausage, Boeing Employees
Credit Union, Boise Cascade, LLC, Boise Cascade, LLC - Building Materials
Distribution, Boise Inc., Booz Allen Hamilton, Boston Market Corporation, Boston
Medical Center HealthNet Plan, Boston Scientific Corporation, Boston Scientific
Corporation - EPT, Boston Scientific Corporation - GDT Acquisition St. Paul,
Boston Scientific Corporation - Maple Grove, Boston Scientific Corporation -
Quincy, Boston Scientific Corporation - Spencer, Boston Scientific Corporation -
Wayne, Boston University, Bovis Lend Lease, Bovis Lend Lease - Atlanta, Bovis
Lend Lease - Boston, Bovis Lend Lease - Charlotte, Bovis Lend Lease - Chicago,
Bovis Lend Lease - Columbus, Bovis Lend Lease - Dallas, Bovis Lend Lease -
Ithaca, Bovis Lend Lease - Los Angeles, Bovis Lend Lease - Miami, Bovis Lend
Lease - Nashville, Bovis Lend Lease - New York, Bovis Lend Lease - Princeton,
Bovis Lend Lease - Raleigh, Bovis Lend Lease - San Francisco, Bovis Lend Lease -
Tampa, Boy Scouts of America, Brady Corporation, Broadridge Financial Solutions,
Inc. - Securities Processing Solutions, Broward Health - Broward General Medical
Center, Broward Health - Coral Springs Medical Center, Broward Health - Imperial
Point Medical Center, Broward Health - North Broward Medical Center, Brown and
Caldwell, Bryan Cave LLP, Buckingham Asset Management, LLC, Buffets, Inc.,
Building Materials Holding Corporation - Austin/San Antonio Region, Building
Materials Holding Corporation - BMC West, Building Materials Holding Corporation
- - Dallas/Fort Worth Region, Building Materials Holding Corporation - Houston
Region, Building Materials Holding Corporation - Mid-Atlantic Region, Building
Materials Holding Corporation - Midwest Region, Building Materials Holding
Corporation - Northwest Region, Building Materials Holding Corporation - SB
Southwest Region, Building Materials Holding Corporation - SelectBuild, Building
Materials Holding Corporation - Southeast Region, Building Materials Holding
Corporation - Southwest Region, Building Materials Holding Corporation - Tejas
Region, Burger King Corporation, Busch LLC, Business & Legal Reports, Inc.,
Butler Animal Health Supply, LLC, C&S Wholesale Grocers, CACI International,
Inc., CAE Simuflite Civil Training and Services, CAE Simuflite Military
Simulation & Training, CBRL Group, CDI Corporation, Inc., CDI Corporation,
Inc. - Business Solutions Group, CDI Corporation, Inc. - MRI, CDI Corporation,
Inc. - Todays Staffing, CDM, Inc., CGGVeritas, CGI Technologies and Solutions,
Inc., CH2M Hill, CHRISTUS Health, CHS Inc., CIGNA Corporation, CIGNA
Corporation - CIGNA Group Insurance & Dental, CIGNA Corporation - CIGNA
Healthcare, CIGNA Corporation - CIGNA International, CMWA, CNA Financial
Corporation, CSX, CUNA Mutual Group, CVS/Caremark, California Hospital
Association, California ISO, California Institute of Technology, California
Pizza Kitchen, Callaway Golf Company, Callaway Golf Company - Callaway Golf Ball
Operations, Calpine Containers, Inc., Canadian Pacific US, Capgemini, Capital
BlueCross, Capital One Financial Corporation, Capital Region Health Care
Corporation, CapitalSource, Cardinal Health, Inc., CareFirst BlueCross
BlueShield, Cargill, Inc., Carilion Clinic, Carlson, Carlson - Carlson Wagonlit
Travel, Carlson - Hotels Worldwide, Carlson - Marketing Worldwide, Carlson -
Restaurants Worldwide, Carolinas HealthCare System, Carpenter Technology
Corporation, Carpenter Technology Corporation - Advanced Metals Operations,
Carpenter Technology Corporation - Advanced Metals Operations, Bar Business,
Carpenter Technology Corporation - Advanced Metals Operations, Wire, Strip, and
Plate, Carpenter Technology Corporation - Premium Alloys Operations, Forged Bar
& Billet, Case New Holland, Catholic Healthcare West (CHW), Catholic
Healthcare West (CHW) - Mer. Bakersfield Hospital, Catholic Healthcare West
(CHW) - Merced Hospital, Catholic Healthcare West (CHW) - Meth Sacramento
Hospital, Catholic Healthcare West (CHW) - Northridge Hospital, Catholic
Healthcare West (CHW) - Oxnard Hospital, Catholic Healthcare West (CHW) -
Redding Hospital, Catholic Healthcare West (CHW) - Redwood City Hospital,
Catholic Healthcare West (CHW) - Reno Hospital, Catholic Healthcare West (CHW) -
SF San Francisco Hospital, Catholic Healthcare West (CHW) - SM San Francisco
Hospital, Catholic Healthcare West (CHW) - Sacramento Corporate, Catholic
Healthcare West (CHW) - San Andreas Hospital, Catholic Healthcare West (CHW) -
San Bernardino Hospital, Catholic Healthcare West (CHW) - San Luis Obispo
Hospital, Catholic Healthcare West (CHW) - Santa Cruz Hospital, Catholic
Healthcare West (CHW) - Santa Maria Hospital, Catholic Healthcare West (CHW) -
Si Henderson Hospital, Catholic Healthcare West (CHW) - St. Joseph Hospital and
Medical Center, Catholic Healthcare West (CHW) - Stockton Hospital, Catholic
Healthcare West (CHW) - Woodland Hospital, Catholic Knights, Celestica, Celgard,
LLC, Celina Insurance Group, Cemex, Inc. US, Centegra Health System, CenterPoint
Energy, Central Georgia Health System/The Medical Center of Central Georgia,
Central Vermont Public Service, CenturyTel, Inc., Ceradyne, Inc., Ceradyne, Inc.
- - Ceradyne Boron, Ceradyne, Inc. - Minco, Ceradyne, Inc. - Thermo Material,
Chart Industries, Inc., Chart Industries, Inc. - Chart BioMed, Chart Industries,
Inc. - Chart Distribution & Storage, Chart Industries, Inc. - Chart Energy
& Chemicals, Chevron Phillips Chemical Company, Chicago Transit Authority,
Children's Hospital Boston, Children's Hospital Central California, Children's
Hospital and Health System, Children's Hospitals and Clinics of Minnesota,
Children's Medical Center of Dallas, Children's Memorial Hospital, Chiquita
Brands International, Inc., Chiquita Brands International, Inc. - Fresh Express,
Chiquita Brands International, Inc. - North America, Choice Hotels
International, Inc., Christian City Convalescent Center, Chromalox, Inc., Church
& Dwight, Church & Dwight - Cleaners, Church & Dwight - Condoms,
Church & Dwight - Domestic, Church & Dwight - International, Church
& Dwight - Laundry, Church & Dwight - Oral Care, Church & Dwight -
SPD, Church & Dwight - Women's Health, Circuit City Stores, Inc., Citect,
Inc., Citi North America Operations & Technology, Citizens Financial Group,
Inc., Citizens Property Insurance, City National Bank, City of Austin, City of
Charlotte, City of Frederick, City of Greensboro, City of Houston, Clarkston
Consulting, Classified Ventures, LLC, Cleco Corporation, Cleco Corporation -
Cleco Power, LLC, Cleveland Brothers Equipment Co., Inc., Cleveland Catholic
Charities, Clifton Gunderson LLP, Coca-Cola Bottling Company Consolidated,
Cogentrix Energy, Inc., Colgate Palmolive Company - Africa Middle East Division,
Colgate Palmolive Company - Greater Asia Division, Colgate Palmolive Company -
Latin America Division, Colgate Palmolive Company - North America Division,
Colgate Palmolive Company - U.S., College of DuPage, College of William &
Mary, Colorado Springs Utilities, Commonwealth Health Corporation, Community
Health Network, Compass Bank, Compass Group North America Division, CompuCom
Systems, Inc., Computer Sciences Corporation - Americas Outsourcing, Computer
Sciences Corporation - Financial Services Group, Computer Technology Associates,
Inc., Computer Technology Associates, Inc. - Skyline, Computershare, Conseco,
Inc., Constellation Energy Group, Inc., Constellation Energy Group, Inc. -
Baltimore Gas & Electric, Constellation Energy Group, Inc. - Constellation
Commodities, Constellation Energy Group, Inc. - Constellation Generation Group,
Nuclear, Constellation Energy Group, Inc. - Constellation Generation Group,
Power Generation, Control Components, Inc., Convergys Corporation, Convergys
Corporation - Call Management, Convergys Corporation - HR Management, Convergys
Corporation - IMG, Cornell University, Corning, Inc. - Automotive Division,
Corning, Inc. - Corning Cable Systems, Corning, Inc. - Life Sciences, Corning,
Inc. - Optical Fiber, Corning, Inc. - Specialty & Ophthalmic Materials,
Corporate Executive Board, Corporate Express USA, Corrections Corporation of
America, Covance, Inc., Covenant Health, Covenant Health - Covenant HomeCare,
Covenant Health - Covenant Medical Management, Covenant Health - Fort Loudoun
Medical Center, Covenant Health - Fort Sanders Regional Medical Center, Covenant
Health - Fort Sanders Sevier Medical Center, Covenant Health - Fort Sanders
West, Covenant Health - Methodist Medical Center, Covenant Health - PHP
Companies, Inc., Covenant Health - Parkwest Medical Center, Coventry Health
Care, Inc., Coventry Health Care, Inc. - Altius Health Plan, Inc., Coventry
Health Care, Inc. - CHC of Delaware, Inc., Coventry Health Care, Inc. - CHC of
Georgia, Inc., Coventry Health Care, Inc. - CHC of Iowa, Inc., Coventry Health
Care, Inc. - CHC of Kansas, Inc., Coventry Health Care, Inc. - CHC of Louisiana,
Inc., Coventry Health Care, Inc. - Government, Coventry Health Care, Inc. -
Group Health Plan, Inc., Coventry Health Care, Inc. - HealthAmerica
Pennsylvania, Inc., Coventry Health Care, Inc. - HealthCare USA of Missouri,
LLC, Coventry Health Care, Inc. - Mutual of Omaha, Coventry Health Care, Inc. -
OmniCare Health Plan, Coventry Health Care, Inc. - Public Sector, Coventry
Health Care, Inc. - Southern Health Services, Inc., Coventry Health Care, Inc. -
Specialty Business, Coventry Health Care, Inc. - Vista, Cox Enterprises, Inc.,
Cox Enterprises, Inc. - AutoTrader.com, Cox Enterprises, Inc. - Cox Auto Trader,
Cox Enterprises, Inc. - Cox Broadcasting, Cox Enterprises, Inc. - Cox
Newspapers, Cox Enterprises, Inc. - Cox Radio, Inc., Cox Enterprises, Inc. -
Manheim, Cox Target Media, Cranston Print Works Company - Cranston Bercen,
Cranston Print Works Company - Cranston Textile Operations, Cranston Print Works
Company - Trucking Company, Creative Memories, Creative Memories - US Division,
Credit Acceptance Corporation, Crowe Chizek and Company, LLC, Crowley Maritime
Corporation , Crowley Maritime Corporation - Atlantic/Gulf Region, Crowley
Maritime Corporation - Crowley Liner Services, Inc., Latin America, Crowley
Maritime Corporation - Crowley Liner Services, Inc., Puerto Rico &
Caribbean, Crowley Maritime Corporation - Crowley Logistics, Inc. , Crowley
Maritime Corporation - Pacific/Alaska Region, Crown Castle International
Corporation, Cubic Advanced Tactical Systems, LLC, Cubic Corporation, Cubic
Corporation - Cubic Applications, Inc., Cubic Corporation - Cubic Applications,
Inc., Cubic Worldwide Technical Services Division, Cubic Corporation - Cubic
Applications, Inc., Information Operations Division, Cubic Corporation - Cubic
Applications, Inc., Threat Technology Division, Cubic Corporation - Cubic
Applications, Inc., Training & Education Division, Cubic Corporation - Cubic
Defense Applications, Inc., Cubic Corporation - Cubic Defense Applications,
Inc., Communications & Electronics Business Unit, Cubic Corporation - Cubic
Defense Applications, Inc., Company 10, Cubic Corporation - Cubic Defense
Applications, Inc., Simulation Systems Division, Cubic Corporation - Cubic
Transportation Systems, Inc., Culligan International Company, Culligan
International Company - Company Owned Dealerships, Culligan International
Company - Customer Store Solutions, Culligan International Company - Dealer
Channel, Cummins Inc. - Emission Solutions, Cummins Inc. - Engine Business,
Cummins Inc. - Filtration, Cummins Inc. - Fuel Systems, Cummins Inc. - Power
Generation, Cummins Inc. - Turbo Technologies, Curtiss-Wright Corporation,
Curtiss-Wright Corporation - Curtiss-Wright Controls, Inc., Embedded Computing
Systems, Curtiss-Wright Corporation - Curtiss-Wright Controls, Inc., Embedded
Computing Systems, Dayton, Curtiss-Wright Corporation - Curtiss-Wright Controls,
Inc., Embedded Computing Systems, Modular Solutions, Curtiss-Wright Corporation
- - Curtiss-Wright Controls, Inc., Engineered Systems, Curtiss-Wright Corporation
- - Curtiss-Wright Controls, Inc., Integrated Sensing, Curtiss-Wright Corporation
- - Curtiss-Wright Flow Control Corporation, DPL Inc., DSC Logistics, DSW, Inc.,
Daiichi Sankyo, Inc., Dal-Tile Corporation, Dallas Central Appraisal District,
Darden Restaurants, Inc., Darden Restaurants, Inc. - Bahama Breeze, Darden
Restaurants, Inc. - Olive Garden, Darden Restaurants, Inc. - Red Lobster, Darden
Restaurants, Inc. - Seasons 52, Darden Restaurants, Inc. - Specialty Group,
Dassault Falcon Jet Corporation, Day & Zimmermann Group, Inc., Day &
Zimmermann Group, Inc. - American Ordnance, Day & Zimmermann Group, Inc. -
Day & Zimmermann Commercial, Day & Zimmermann Group, Inc. - Day &
Zimmermann International, Inc., Day & Zimmermann Group, Inc. - Day &
Zimmermann NPS, Day & Zimmermann Group, Inc. - Day & Zimmermann Power
Services, Day & Zimmermann Group, Inc. - Day & Zimmermann Power
Services, Atlantic, Day & Zimmermann Group, Inc. - Day & Zimmermann
Security Services, Day & Zimmermann Group, Inc. - H. L. Yoh Company, DeLorme
Publishing, DePaul University, DeVry, Inc., DeVry, Inc. - DeVry University,
Delta Air Lines, Inc., Denny's Inc., Denver Health & Hospital Authority,
Devon Energy, Diebold Incorporated, DigitalGlobe, Digitas, Diversified
Investment Advisors, Dobbs Temporary Services, Inc. d/b/a Pro Staff Personnel
Services ("Pro Staff"), Doherty Employment Group, Dollar General Corporation,
Dollar Thrifty Automotive Group, Dominion Resources, Inc. - Dominion Generation,
Dominion Resources, Inc. - Dominion Virginia Power, Domino's Pizza, Donaldson
Company, Inc., Donaldson Company, Inc. - Engine Products, Donaldson Company,
Inc. - Industrial Products, Dorsey & Whitney LLP, Downey Savings & Loan
Association, Dresser-Rand Company, Dresser-Rand Company - Dresser-Rand New
Equipment, Dresser-Rand Company - Dresser-Rand Product Services, Dresser-Rand
Company - Field Operations, Dresser-Rand Company - NAO, Duke Energy, Duke Energy
- - Commercial Power, Duke Energy - US Franchised Electric and Gas, Duke Realty
Corporation, Duke University and School of Medicine, Duquesne Light Holdings,
Inc., E.ON U.S., EDFUND, EDS, EMCOR Group, Inc., ENSCO International, Inc.,
ENSCO International, Inc. - North & South America Business Unit, EarthLink,
Econergy International Corporation, Eddie Bauer Holdings, Inc., Edwards
Lifesciences, LLC, El Paso Corporation, El Paso Corporation - Exploration and
Production, Electro Rent Corporation, Elsevier, Employers Mutual Casualty
Company, Energizer, Energizer - Schick-Wilkinson Sword, Energy Future Holdings
Corporation, Energy Future Holdings Corporation - Luminant, Energy Future
Holdings Corporation - Luminant Energy, Energy Future Holdings Corporation -
Oncor, Energy Future Holdings Corporation - TXU Energy, Entergy, Entergy -
Entergy Nuclear, Entergy - Non-Regulated, Entergy - US Utility, Entergy - US
Utility, Arkansas, Entergy - US Utility, Louisiana, Entergy - US Utility,
Mississippi, Entergy - US Utility, Texas, Enterprise Products Partners, LP,
Enzon Pharmaceuticals, Inc., Equity Office, Erickson Retirement Communities,
Erie Insurance Group, Ernst & Young, LLP, Essilor of America, Essroc Cement
Corporation, Estee Lauder Companies, Inc., Esurance, Inc., Evanston Northwestern
Healthcare, Excellus BlueCross BlueShield, Excellus BlueCross BlueShield - CNY
Region, Excellus BlueCross BlueShield - Lifetime Care, Excellus BlueCross
BlueShield - Utica Region, Excellus BlueCross BlueShield - WNY Region, Exel, a
DPWN Company, Express, Express Scripts, Inc., FBL Financial Group, Inc., FBL
Financial Group, Inc. - EquiTrust, FBL Financial Group, Inc. - Property Casualty
, FBR Group, FBR Group - FBR Capital Markets, FINRA, FMOL Health System, FPL
Group - FPL Energy, FPL Group - FPL FiberNet, FPL Group - Florida Power &
Light, Faegre & Benson, LLP, Fairmont Raffles Hotels International, Fairmont
Raffles Hotels International - Fairmont Hotels & Resorts, Fairview Health
Services, Farm Credit Bank of Texas, Farmers Insurance Group, Farmland Foods,
Inc., FedEx Express, FedEx Freight System, FedEx Kinko's, Federal Home Loan Bank
of Atlanta, Federal Home Loan Bank of Cincinnati, Federal Home Loan Bank of
Dallas, Federal Home Loan Bank of Pittsburgh, Federal Reserve Bank of Atlanta,
Federal Reserve Bank of Boston, Federal Reserve Bank of Dallas, Federal Reserve
Bank of Kansas City, Federal Reserve Bank of Philadelphia, Federal Reserve Bank
of Richmond, Federal Reserve Bank of San Francisco, Federal Reserve Bank of San
Francisco - Los Angeles Branch, Federal Reserve Bank of San Francisco - Salt
Lake City Branch, Federal Reserve Bank of San Francisco - Seattle Branch,
Federal Reserve Bank of St. Louis, Federal Reserve Information Technology,
Federal-Mogul Corporation, Federal-Mogul Corporation - Aftermarket,
Federal-Mogul Corporation - Powertrain Energy, Federated Investors, Fellowes,
Inc., Fender Musical Instruments, Fenwick & West, LLP, Ferguson Enterprises,
Inc., Fermi National Accelerator Laboratory, Fidelity Investments, Fifth Third
Bank, Fifth Third Bank - Central Indiana, Fifth Third Bank - Central Ohio, Fifth
Third Bank - Chicago, Fifth Third Bank - Cincinnati, Fifth Third Bank -
Commercial Loans, Fifth Third Bank - Consumer Banking, Fifth Third Bank -
Eastern Michigan, Fifth Third Bank - Investment Advisors, Fifth Third Bank -
Northeast Ohio, Fifth Third Bank - Retail Banking, Fifth Third Bank - South
Florida, Fifth Third Bank - Southern Indiana, Fifth Third Bank - Tennessee,
Fifth Third Bank - Western Michigan, Fireman's Fund Insurance Company, Fireman's
Fund Insurance Company - Specialty Business, First Data Corporation, First Data
Corporation - First Data Payment Services, First Midwest Bank, Inc., FirstEnergy
Corporation, FirstEnergy Corporation - Jersey Central Power & Light
(JCP&L), FirstEnergy Corporation - Metropolitan Edison (MET-ED), FirstEnergy
Corporation - Ohio Edison, FirstEnergy Corporation - Pennsylvania Electric Co.
(PENELEC), FirstEnergy Corporation - The Illuminating Co., FirstEnergy
Corporation - Toledo Edison, Fleetwood Enterprises, Inc., Fleetwood Enterprises,
Inc. - Fleetwood Homes of CA, Fleetwood Enterprises, Inc. - Fleetwood Motor
Homes of CA, Fletcher Allen Health Care, Flint Group - North America, Flint
Group - North America, Packaging Division, Flint Group - North America, Sheetfed
Division, Foamex International, Inc., Foamex International, Inc. - Automotive,
Foot Locker, Inc., Forest City Enterprises, Forest Laboratories Inc., Fox Chase
Cancer Center, Fox Networks Group, Freddie Mac, Freedom Communications, Inc.,
Fresenius Medical Care NA, Friendly Ice Cream Corporation, G&K Services,
Inc., G&K Services, Inc. - Direct Purchase, G&K Services, Inc. - Direct
Sales, G&K Services, Inc. - Rental Operations, G&K Services, Inc. -
Rental Operations, Atlanta, G&K Services, Inc. - Rental Operations,
California, G&K Services, Inc. - Rental Operations, Houston, G&K
Services, Inc. - Rental Operations, Minneapolis, G&K Services, Inc. - Rental
Operations, North Carolina, GATX Corporation, GCI Communication Corp, GE
Healthcare, GEICO, GKN America Corporation, GKN America Corporation - GKN
Aerospace North America, Inc., GKN America Corporation - GKN Aerospace
Transparency Systems, Inc., GKN America Corporation - GKN Driveline North
America, Inc., GKN America Corporation - GKN Sinter Metals, Inc., GKN America
Corporation - Hoeganaes Corporation, GTECH Corporation, Gambro, Inc., Gambro,
Inc. - BCT, GameTech International, Gartner, Inc., Geisinger Health System,
Geisinger Health System - Geisinger Health Plan, Geisinger Health System -
Geisinger Medical Center, Geisinger Health System - Geisinger South Wilkes
Barre, Geisinger Health System - Geisinger Wyoming Valley Medical Center,
GenCorp, Inc., GenCorp, Inc. - Aerojet General Corporation, General Dynamics
Information Technology - Army Solutions, General Dynamics Information Technology
- - Civil & Homeland Security, General Dynamics Information Technology -
Global Information Service, General Dynamics Information Technology -
Intelligence Solutions, General Dynamics Information Technology - Navy & Air
Force Systems, General Growth Properties, Inc., General Nutrition, Inc., General
Parts International, Inc., Generali USA Life Reassurance Company, GeoVera
Holdings, Inc., Geokinetics, Georgia Transmission Corporation, Gibraltar,
Gibraltar - Air Vent, Inc., Gibraltar - Alabama Metal Industries Corp.,
Gibraltar - Alabama Metal Industries Corp., Diamond Perforated Metals, Gibraltar
- - Appleton Supply Co., Gibraltar - Construction Metals, Inc., Gibraltar - Dot
Metal Products, Gibraltar - Dramex, Gibraltar - Gibraltar Strip, Gibraltar -
Gibraltar Strip Steel, Gibraltar - Noll/NorWesco, Gibraltar - SCM Metal
Products, Gibraltar - Solar Group, Gibraltar - Southeastern Metals, Gibraltar -
United Steel Products, Gibraltar - WeatherGuard Building Products, Girl Scouts
of the USA, Givaudan US, Glatfelter, Global Payments, Inc., Gold Fields
Exploration, Inc., Golden Horizons LLC, Golden Horizons LLC - BEI, Golden
Horizons LLC - CERES Strategies, Golden Horizons LLC - CERES Strategies Med.
Services, LLC, Golden Horizons LLC - Golden Living LLC, Golden Innovations,
Golden Innovations - AEGIS, Golden Innovations - Asera Care LLC, Golden Star
Resources Ltd., Golden Ventures LLC, Goodrich Corporation, Goodrich Corporation
- - Actuation and Landing System, Goodrich Corporation - Electronic Systems,
Goodrich Corporation - Nacelles and Interior Systems, Goody's Family Clothing,
Gordon Food Service, Government Employees Hospital Association, Inc., Graco,
Inc., Graco, Inc. - Applied Fluid Technologies, Graco, Inc. - Contractor
Equipment, Graco, Inc. - Industrial Products, Graco, Inc. - Lubrication
Equipment, Grady Health System, Graham Packaging Company, Graham Packaging
Company - Cartersville Plant, Graham Packaging Company - Hazleton Plant, Grange
Mutual Casualty Company, Great American Financial Resources, Inc., Great-West
Life & Annuity, Greater Harris County 9-1-1 Emergency Network, Greenberg
Traurig, PA, Guaranty Financial Group, Inc., H. E. Butt Grocery Company, H. J.
Heinz Company, H. J. Heinz Company - Heinz North America, H. J. Heinz Company -
North American Consumer Products, H. J. Heinz Company - US Foodservice, H. Lee
Moffitt Cancer Center & Research Institute, HCA, HD Supply, HNTB Companies,
HNTB Companies - Architecture, HNTB Companies - West, HSBC-North America - HSBC
Auto Services , HSBC-North America - HSBC Bank USA, HSBC-North America -
Household Credit Card Services, HSBC-North America - Household Finance,
Haemacure Corporation U.S., Handango, Inc., Hannaford Bros. Co., Harley-Davidson
Motor Company, Harman International Industries, Inc., Harris Associates L.P.,
Harris Teeter, Inc., Hartford HealthCare Corporation, Harvard Pilgrim Health
Care, Harvard Vanguard Medical Associates, Hastings Mutual Insurance Company,
Health Care Service Corporation, Health Care Service Corporation - BlueCross
BlueShield of Oklahoma, Health Care Service Corporation - BlueCross BlueShield
of Texas, Health Net, Inc., Health Net, Inc. - Health Net Federal Services,
Health Net, Inc. - Health Net of California, Health Net, Inc. - Managed Health
Network, Health Partners, HealthEast Care System, HealthPartners, HealthSpring,
Inc., Healthways, Inc., Heartland Regional Medical Center, Heller Ehrman, LLP,
Helmerich & Payne, Inc., Henkel of America, Henry Ford Health System, Henry
Ford Health System - Henry Ford Hospital, Henry Ford Health System - Macomb
Hospital, Warren Campus, Henry Ford Health System - Wyandotte Hospital, Henry
Schein, Inc., Herbalife International of America, Herbalife International of
America - North America, Hercules Offshore, Inc., Herman Miller, Inc., Hess
Corporation, Hexion Specialty Chemicals, Hexion Specialty Chemicals - ECRD,
Hexion Specialty Chemicals - PFPD, Hexion Specialty Chemicals - PPD, Highmark,
Highmark - Gateway Health Plan, Highmark - Industrial Medical Consultants,
Highmark - Insurance Group, Highmark - Medicare Services, Highmark - UCCI,
Hill-Rom Company, Hilti, Inc., Hines Interests, LLP, Holy Spirit Hospital,
Honeywell International, Inc., Horizon Blue Cross Blue Shield of New Jersey,
Hospira, Inc., Hospital Sisters Health System, Hospital of the University of
Pennsylvania, Houghton Mifflin Company, Houghton Mifflin Company
- - Holt McDougal, Houghton Mifflin Company - Great Source Education
Group, Houghton Mifflin Company - International, Houghton Mifflin Company -
McDougal Littell, Houghton Mifflin Company - Riverside Publishing, Houghton
Mifflin Company - School Division, Houghton Mifflin Company - Trade, Howard
Hughes Medical Institute, Humana, Inc., Hunt Consolidated - Hunt Investments,
Hunt Consolidated - Hunt Oil Company, Hunt Consolidated - Hunt Realty, Hunter
Douglas Inc., Hunton & Williams, LLP, Huttig Building Products, Inc., Hyatt
Corporation, Hyundai Motor America, Hyundai Motor America - Hyundai Motor
Finance Company, I.C. System, Inc., IAC/InteractiveCorp, ICMA Retirement
Corporation, IDEXX Laboratories, IKON Office Solutions, IKON Office Solutions -
US Operations, IMC, Inc., IMS Health, ING North America Insurance Corporation US
Financial Services, ION Geophysical Corporation, iPCS, Inc., ITC Holdings Corp,
ITT Systems Division, Idaho Power Company, Idaho Power Company - Power Supply,
Idearc Media, Illinois Municipal Retirement Fund, Immix Management Services,
Incepture, Inc., Independence Blue Cross, Indiana University, Indianapolis
Public Schools, Information Handling Services (IHS), Ingram Industries, Inc.,
Innovative Productivity, Inc., Inova Health System, Integrys Energy Group,
InterContinental Hotels Group Americas, Interface Solutions, Intermountain
Health Care, Inc., Intermountain Health Care, Inc. - Dixie Regional Medical
Center, Intermountain Health Care, Inc. - IMC, Intermountain Health Care, Inc. -
Logan Regional Hospital, Intermountain Health Care, Inc. - McKay-Dee Hospital,
Intermountain Health Care, Inc. - Medical Group, Intermountain Health Care, Inc.
- - Primary Children's Hospital, International Truck and Engine, Interstate
Bakeries Corporation, Invensys Controls, Invesco PLC, Investment Company
Institute, Iron Mountain, Iron Mountain - North America, Itochu International,
Inc. North America, J. C. Penney Company, Inc., J.R. Simplot Company, J.R.
Simplot Company - Agribusiness Group, J.R. Simplot Company - Food Group, J.R.
Simplot Company - Land & Livestock, JM Family, JM Family - Monetrics, JM
Family - Southeast Toyota Distributors, JPI, Jackson Health System, Jackson
Health System - Jackson South Community Hospital, Jackson National Life
Insurance Company, Jacobs Engineering Group, Inc., Jacobs Engineering Group,
Inc. - Jacobs Civil, Inc., Jacobs Engineering Group, Inc. - Jacobs Facilities,
Inc., Jacobs Engineering Group, Inc. - Jacobs Federal Operations, Jacobs
Engineering Group, Inc. - Jacobs Field Services, Jacobs Engineering Group, Inc.
- - Jacobs Northern Region, James Hardie Building Products, Jefferson County
Public Schools, Jefferson Wells International, Jo-Ann Fabric & Craft Stores
Inc., Jockey International, Inc., John Hancock Financial Services, Inc., John
Wiley & Sons, Inc., Johns Hopkins HealthCare, LLC, Johns Manville, Johns
Manville - Engineered Products, Johns Manville - Fibers N.A., Johns Manville -
Insulation Systems, Johns Manville - Non Wovens N.A., Johns Manville - Roofing
Systems, Johnson Controls Power Solutions, Johnson Financial Group, Johnson
Outdoors, Inc., Johnson Outdoors, Inc. - Diving, Johnson Outdoors, Inc. - Marine
Electronics, Johnson Outdoors, Inc. - Watercraft, JohnsonDiversey, Inc.,
JohnsonDiversey, Inc. - H&H Division, JohnsonDiversey, Inc. - North America
Region, Jones Lang LaSalle, Jordan's Furniture, Judicial Council of California,
K. Hovnanian Companies, K. Hovnanian Companies - Chantilly Division, K.
Hovnanian Companies - Edison Division, K. Hovnanian Companies - Hazlet Division,
K. Hovnanian Companies - Irvine Division, K. Hovnanian Companies - K. Hovnanian
Oster Homes, LLC, K. Hovnanian Companies - Landover Division, K. Hovnanian
Companies - Langhorn Division, K. Hovnanian Companies - Ontario Division, K.
Hovnanian Companies - Phoenix Division, K. Hovnanian Companies - Plano Division,
K. Hovnanian Companies - Sacramento Division, K. Hovnanian Companies - Scott
Division, K. Hovnanian Companies - Tampa Division, KIK Custom Products, Kaiser
Permanente, Kaiser Permanente - Colorado Region, Kaiser Permanente - Georgia
Region, Kaiser Permanente - Hawaii Region, Kaiser Permanente - Kaiser Foundation
Hospitals, Inc., Kaiser Permanente - Mid-Atlantic Region, Kaiser Permanente -
Northern California Region, Kaiser Permanente - Northwest Region, Kaiser
Permanente - Ohio Region, Kaiser Permanente - Southern California Region,
Kamehameha Schools, Kao Brands Company, Katun Corporation, Kellogg Company,
Kellogg Company - Austin Quality Foods, Kellogg Company - International, Kellogg
Company - Kashi, Kellogg Company - Keebler Division, Kellogg Company - Morning
Foods, Kellogg Company - Snacks, Kelsey-Seybold Clinic, Kemper Auto and Home
Group, Kennebunk Savings Bank, Kennedy Health System, Kentucky Lottery
Corporation, Kerry, Inc. US, Kewaunee Scientific Corporation, KeyCorp, Keystone
Automotive Industries, Keystone Foods, LLC, Kforce Inc., Kindred Healthcare,
Inc., Kindred Healthcare, Inc. - Health Services Division, Kindred Healthcare,
Inc. - Hospital Division, Kindred Healthcare, Inc. - Peoplefirst Rehabilitation
Division, Kohl's Department Stores, Kohler Company - Cabinetry, Kohler Company -
Engines, Kohler Company - Global Faucets, Kohler Company - Global Power Group,
Kohler Company - Hospitality & Real Estate Group, Kohler Company - Interiors
Group, Kohler Company - Kitchen & Bath, Kohler Company - Kohler Rental
Power, Kohler Company - Plumbing Americas, Kohler Company - Power Systems
Business, Kohler Company - Robern, Konecranes, Inc., Konecranes, Inc. - Hoists
Americas, Konecranes, Inc. - Industrial Cranes, Kyocera America, Inc., L.L.
Bean, Inc., LANXESS Corporation US, LG Electronics USA, Inc., LGE MobileComm
USA, LINAK U.S. Inc., LORD Corporation, Laboratory Corporation of America,
Lancaster General, Lance, Inc., LandAmerica Financial Group, Inc., Latham &
Watkins LLP, Laureate Education, Inc., Laureate Education, Inc. - Laureate Latin
America, Laureate Education, Inc. - Laureate Online Education, Leatherman Tool
Group, Inc., Legacy Health System, Legal & General America, Inc., Lehigh
Valley Hospital and Health Network, Lennox International, Inc., Leprino Foods
Company, Leupold & Stevens, Inc., Liberty Mutual Group, Liberty Mutual Group
- - Agency Markets, Liberty Mutual Group - Commercial Markets, Liberty Mutual
Group - Liberty International, Liberty Mutual Group - Personal Markets,
LifeBridge Health - Levindale Hebrew Geriatric, LifeBridge Health - Sinai
Hospital of Baltimore, Limited Brands, Inc., Limited Brands, Inc. - Bath And
Body Works, Limited Brands, Inc. - Victoria Secret Direct, Limited Brands, Inc.
- - Victoria's Secret Stores, Linens 'n Things, Inc., Link-Belt Construction
Equipment Company, Liz Claiborne, Inc., Liz Claiborne, Inc. - Corporate
Production, Liz Claiborne, Inc. - Direct Brands, Loews Corporation, Loews
Corporation - Loews Hotels, Logan's Roadhouse, Lorillard Tobacco Company, Los
Alamos National Laboratory, Los Angeles Community College District, Los Angeles
Unified School District, Louisiana Legislative Auditor, Louisville Regional
Airport Authority, Lower Colorado River Authority, Luxottica Retail US, MCG
Health, MDU Resources Group, Inc., MDU Resources Group, Inc. - Construction
Services Group, MDU Resources Group, Inc. - Knife River Corporation, MDU
Resources Group, Inc. - Montana Dakota Utilities, MDU Resources Group, Inc. -
WBI Holdings, Inc., MFS Investment Management, MGA Entertainment, MGA
Entertainment - Little Tikes, MTS Systems Corporation - Sensors, MTS Systems
Corporation - Test Division, Macy's, Inc., Macy's, Inc. - Bloomingdale's,
Macy's, Inc. - Macy's East, Macy's, Inc. - Macy's Florida, Macy's, Inc. - Macy's
Home Store, Macy's, Inc. - Macy's Midwest, Macy's, Inc. - Macy's Northwest,
Macy's, Inc. - Macy's South, Macy's, Inc. - Macy's West, Magellan Health
Services, Magellan Midstream Holdings, LP, Magellan Midstream Holdings, LP -
Pipeline Operations, Main Line Health, Inc. - Main Line Health Laboratories,
Inc., Main Line Health, Inc. - Paoli Hospital, Main Line Health, Inc. - The
Lankenau Hospital, Main Street America Group, Malcolm Pirnie, Inc., Mannatech,
Inc., Manpower, Inc. - Manpower US, Maricopa Integrated Health Systems,
Markem-Imaje, Marriott International, Marriott International - Marriott Vacation
Club International, Mars North America, Mars North America - Mars Food US, Mars
North America - Mars Snackfood US, Marshall & Ilsley Corporation, Marshfield
Clinic, Martek Biosciences Corporation, Martha Jefferson Hospital, Mary Kay,
Inc., Mary Kay, Inc. - Mary Kay North America, Maryland Procurement Office,
Masco Corporation, MassMutual Life Insurance Company, Massachusetts Institute of
Technology, Mattel, Inc., Mattel, Inc. - American Girl, Mattel, Inc. - Fisher
Price, Mayo Foundation, Mayo Foundation - Mayo Clinic, Jacksonville, Mayo
Foundation - Mayo Clinic, Rochester, Mayo Foundation - Mayo Clinic, Scottsdale,
McDonald's Corporation, McKesson Corporation, McKesson Corporation - McKesson
Distribution Solutions, McKesson Corporation - McKesson Technology Solutions,
MeadWestvaco Corporation - Calmar, MeadWestvaco Corporation - Community
Development & Land Management, MeadWestvaco Corporation - Consumer &
Office, MeadWestvaco Corporation - Consumer Solutions Group, MeadWestvaco
Corporation - Packaging Resources Group, MeadWestvaco Corporation - Specialty
Chemicals, MeadWestvaco Corporation - Specialty Papers, Mecklenburg County
Government, MedPlus, Inc., MedStar Health, Medco Health Solutions, Inc., Media
General, Medrad, Inc., Meeting Consultants, Inc., Memorial Hermann, Memorial
Hermann - Katy, Memorial Hermann - Memorial City Medical Center, Memorial
Hermann - Northeast Hospital, Memorial Hermann - Northwest, Memorial Hermann -
Southeast, Memorial Hermann - Southwest, Memorial Hermann - Sugar Land, Memorial
Hermann - Texas Medical Center, Memorial Hermann - The Woodlands, Memorial
Sloan-Kettering Cancer Center, Mercedes-Benz USA, Mercury Insurance Group,
MetLife, MetLife - Individual, MetLife - Institutional, Metal Technologies,
Inc., Metaldyne, Metavante Corporation - Financial Solutions Group, Metavante
Corporation - Healthcare Payments Division, Metavante Corporation - Payment
Solutions Group, Metropolitan Transit Authority, Michael Baker Corporation,
Michelin North America, Inc., Michelin North America, Inc. - DPLS, Michelin
North America, Inc. - PL, Michelin North America, Inc. - TC, Midwest Airlines,
Inc., Millbrook Partners, Miller Brewing Company, Milliken & Company,
Milliken & Company - Airbags, Milliken & Company - Floor Covering,
Milliken & Company - International, Milliken & Company - Textile
Manufacturing, Mills-Peninsula Health Services, Mine Safety Appliances Company,
Mitsubishi Motors North America, Mitsubishi Motors North America - Mitsubishi
Motors Credit of America, Inc., Mitsubishi Motors North America Manufacturing
Division, Mitsui & Co. (USA), Inc., Modern Woodmen of America, Molex, Molex
- - Commercial Products Division, Molex - Integrated Products Division, Molex -
Sales & Marketing Division, Molex - Transportation Products, MoneyGram
International, Inc., Morrison & Foerster, LLP, Mortgage Guaranty Insurance
Corporation, Moses Cone Health System, Motion Picture Industry Pension &
Health Plans (MPIPHP), Motorists Insurance Group, Mueller Water Products,
Mueller Water Products - Anvil International, Mueller Water Products - Mueller
Company, Mueller Water Products - U.S. Pipe, Munich Reinsurance America, Inc.,
Mutual of Enumclaw Insurance Company, Mutual of Omaha, Mutual of Omaha - Omaha
Financial Holdings, NCCI Holdings, Inc., NSK Americas, NSK Americas - NSK
Corporation, NSK Americas - NSK Precision America, NSK Americas - NSK Steering
Systems, NSK-AKS Precision Ball Company, NYU Medical Center, Nash Finch Company,
National Church Residences - NCR Health Care Division, National Church
Residences - NCR Housing Division, National Futures Association, National Rural
Telecommunications Cooperative, National Rural Telecommunications Cooperative -
Business Development, National Rural Telecommunications Cooperative - Business
Operations, National Rural Utilities Cooperative Finance Corporation (NRUCFC),
National-Louis University, Nature's Sunshine Products - Synergy Worldwide,
Navarre Corporation, Navarre Corporation - BCI, Navarre Corporation - Encore,
Navarre Corporation - FUNimation, Navy Federal Credit Union, Neiman Marcus
Group, Neiman Marcus Group - Bergdorf Goodman, Neiman Marcus Group - Neiman
Marcus Direct/Online, Neiman Marcus Group - Neiman Marcus Stores, Nelnet, Inc.,
Nestlé USA, Inc., Nestlé USA, Inc. - Beverage Division, Nestlé USA, Inc. -
Buitoni, Nestlé USA, Inc. - Confections & Snacks Division, Nestlé USA, Inc.
- - Emerging Markets, Nestlé USA, Inc. - Nestlé Prepared Foods Company, New York
ISO, New York Life Insurance Company, New York Power Authority, New York
Presbyterian Hospital, New York State Catholic Health Plan, d/b/a Fidelis Care
New York, NewPage Corporation, Nexen Petroleum USA, Inc., Nike, Inc., North
Carolina Baptist Hospital, Northeast Georgia Health System, Inc., Northeast
Health, Northern Arizona University, Northwestern Mutual, Northwestern
University, Novant Health, Inc., Novartis US - CIBA Vision Corporation ,
Novartis US - Novartis Consumer Health (OTC), Novartis US - Novartis Consumer
Health (OTC) - NA, Novo Nordisk Inc., Nutricia North America, OGE Energy Corp,
OGE Energy Corp - Enogex, ONEOK, Inc., ONEOK, Inc. - Kansas Gas Services
Division, ONEOK, Inc. - ONEOK Energy Services Company, ONEOK, Inc. - ONEOK
Partners, ONEOK, Inc. - Oklahoma Natural Gas Division, ONEOK, Inc. - Texas Gas
Services Division, OSI Industries, LLC, OSI Industries, LLC - Chicago Stockyards
Campus, OSI Industries, LLC - Otto & Sons, West Jordan, Oakwood Healthcare,
Inc., Oberg Industries, Inc., Océ Business Services, Océ North America, Inc.,
OfficeMax Incorporated, Oglethorpe Power Corporation, Ohio Police and Fire
Pension Fund, OhioHealth, Old Dominion Electric Cooperative, Old Dominion
University Research Foundation, Omya Industries, Omya Industries - Omya Alabama,
Omya Industries - Omya Arizona, Omya Industries - Omya California, OneAmerica
Financial Partners, Inc., OneBeacon Insurance, Opus Corporation, Opus
Corporation - Adler Management, Opus Corporation - Opus Architects &
Engineers , Opus Corporation - Opus East, Opus Corporation - Opus National, Opus
Corporation - Opus Northwest Management, Opus Corporation - Opus South, Opus
Corporation - Opus West, Orange County Government, Orange County Public Schools,
Orange County's Credit Union, Orbital Sciences, Orica USA Inc., Orrick,
Herrington & Sutcliffe, LLP, Our Lady of the Lake Regional Medical Center,
Owens Corning, Owens Corning - Roofing and Asphalt, PACCAR, PACCAR - Dynacraft,
PACCAR - ITD, PACCAR - Kenworth , PACCAR - Kenworth Chillicothe, PACCAR -
Kenworth Renton, PACCAR - PACCAR International, PACCAR - Parts, PACCAR -
Peterbilt, PACCAR - Peterbilt Division, PACCAR - Peterbilt Nashville, PACCAR -
Technical Center, PACCAR - Winch, PACCESS, LLC, PAETEC, PETCO Animal Supplies,
Inc., PHH Arval, PHOENIX Process Equipment Company, PNC Financial Services
Group, Inc., PNC Financial Services Group, Inc. - Asset and Liability Mgmt, PNC
Financial Services Group, Inc. - Capital Markets, PNC Financial Services Group,
Inc. - Corporate Finance, A & L Management, Corporate Real Estate, and
Equity Mgmt, PNC Financial Services Group, Inc. - Corporate and Institutional
Banking, PNC Financial Services Group, Inc. - Investment Operations, PNC
Financial Services Group, Inc. - MIS Administration, PNC Financial Services
Group, Inc. - Mergers and Acquisitions, PNC Financial Services Group, Inc. -
PFPC, PNC Financial Services Group, Inc. - Retail Banking, PNC Financial
Services Group, Inc. - Wealth Management and Institutional, PPL Corporation,
PSC, PSC - Environmental Services Division, PSC - Industrial Services Division,
PacifiCorp, Pacific Northwest National Laboratory, Packaging Corporation of
America, Packaging Corporation of America - Containerboard, Packaging
Corporation of America - Corrugated, Palos Community Hospital, Panduit
Corporation, Papa John's International, Inc., Park Nicollet Health Services,
Parkland Health & Hospital System, Parkview Health, Parkway Corporation,
Parsons Child & Family Center, Partner Reinsurance Company of the U.S.,
Pearson Education, Pearson Education - Pearson NCS, Penn State Hershey Medical
Center, Pentair, Inc., Pentair, Inc. - Hoffman Enclosures, Pentair, Inc. -
Pentair Electronic Packaging, Pentair, Inc. - Pentair Filtration, Inc., Pentair,
Inc. - Pentair Pump Division, Pentair, Inc. - Pentair Water Pool & Spa,
Pepco Holdings, Inc., Pernod Ricard USA, Perot Systems Corporation,
Pharmaceutical Product Development, Inc., Pharmavite, LLC, Phillips-Van Heusen
Corporation, Phillips-Van Heusen Corporation - Calvin Klein, Phillips-Van Heusen
Corporation - Dress Shirt, Phillips-Van Heusen Corporation - GH Bass,
Phillips-Van Heusen Corporation - Geoffrey Beene, Phillips-Van Heusen
Corporation - Izod Retail, Phillips-Van Heusen Corporation - PVH Sportswear,
Phoenix Companies, Pinnacle West Capital Corporation, Pioneer Hi-Bred
International, Pitney Bowes, Inc., Plum Creek Timber Company, Inc., PolyOne
Corporation, Port of Portland, Port of Seattle, Premera BlueCross, Premera
BlueCross - Calypso, Premera BlueCross - LifeWise of Arizona, Premera BlueCross
- - LifeWise of Oregon, Pressure Chemical Co., PricewaterhouseCoopers, Pride
International, Prime Therapeutics LLC, Principal Financial Group, Principal
Financial Group - Group Pension Division, Principal Financial Group - Health
Division, Principal Financial Group - Individual Life Division, Principal
Financial Group - Marketer Services, Principal Financial Group - Principal Bank,
Principal Financial Group - Principal Global Investors, Principal Financial
Group - Principal International, Principal Financial Group - Princor, Principal
Financial Group - RIS (Retirement Investor Services), Priority Health, Progress
Energy, Progressive Corporation, Protection One, Protection One - CMS,
Protective Life Corporation, Protective Life Corporation - Asset Protection
Division, Protective Life Corporation - Life & Annuity Division, Providence
Health System in Oregon, Providence Health System in Oregon - Providence Health
Plans, Providence Health System in Oregon - Providence Hood River Hospital,
Providence Health System in Oregon - Providence Medford Medical Center,
Providence Health System in Oregon - Providence Medical Group, Providence Health
System in Oregon - Providence Newberg Hospital, Providence Health System in
Oregon - Providence Portland Medical Center, Providence Health System in Oregon
- - Providence Seaside Hospital, Providence Health System in Oregon - Providence
St. Vincent Medical Center, Prudential Financial, Inc., Public Company
Accounting Oversight Board, Publix Super Markets, Inc., Publix Super Markets,
Inc. - Jacksonville Region, Publix Super Markets, Inc. - Lakeland Region, Publix
Super Markets, Inc. - Miami Region, Pulmuone Wildwood, Inc., Pulte Homes, Inc.,
Pulte Homes, Inc. - Austin, Pulte Homes, Inc. - Bay Area, Pulte Homes, Inc. -
California Group, Pulte Homes, Inc. - Central Valley, Pulte Homes, Inc. -
Charlotte, Pulte Homes, Inc. - Dallas, Pulte Homes, Inc. - Delaware Valley,
Pulte Homes, Inc. - Florida Area, Pulte Homes, Inc. - Ft. Myers/Sarasota, Pulte
Homes, Inc. - Georgia North, Pulte Homes, Inc. - Georgia South, Pulte Homes,
Inc. - Great Lakes Area, Pulte Homes, Inc. - Illinois, Pulte Homes, Inc. -
Indianapolis, Pulte Homes, Inc. - Jacksonville, Pulte Homes, Inc. - Kansas City,
Pulte Homes, Inc. - Mid-Atlantic, Pulte Homes, Inc. - Minnesota, Pulte Homes,
Inc. - North California Area, Pulte Homes, Inc. - North Inland Empire, Pulte
Homes, Inc. - Northeast Area, Pulte Homes, Inc. - Ocala, Pulte Homes, Inc. -
Orlando, Pulte Homes, Inc. - Phoenix East, Pulte Homes, Inc. - Phoenix West,
Pulte Homes, Inc. - Raleigh, Pulte Homes, Inc. - SE Florida, Pulte Homes, Inc. -
Sacramento/Reno, Pulte Homes, Inc. - San Antonio, Pulte Homes, Inc. - Southeast
Area, Pulte Homes, Inc. - Southeast/Florida Area, Pulte Homes, Inc. - Southwest
Area, Pulte Homes, Inc. - Southwest/Texas Area, Pulte Homes, Inc. - Tampa, Pulte
Homes, Inc. - Tennessee, Pulte Homes, Inc. - Texas Area, Pulte Homes, Inc. -
Tucson, QBE Regional Insurance, QSC Audio Products, LLC, Quest Diagnostics,
Quest Diagnostics - Atlanta, Quest Diagnostics - Auburn Hills, Quest Diagnostics
- - Cambridge, Quest Diagnostics - Cincinnati, Quest Diagnostics - Dallas, Quest
Diagnostics - Denver, Quest Diagnostics - Gulf Coast, Quest Diagnostics -
Kansas, Quest Diagnostics - Las Vegas, Quest Diagnostics - New York/New Jersey,
Quest Diagnostics - Nichols Chantilly, Quest Diagnostics - Nichols SJC, Quest
Diagnostics - Northern California, Quest Diagnostics - Oklahoma, Quest
Diagnostics - Philadelphia, Quest Diagnostics - Pittsburgh, Quest Diagnostics -
Seattle & Portland, Quest Diagnostics - South Florida, Quest Diagnostics -
Wallingford, Quest Diagnostics - Wooddale, Questar Corporation, Questar
Corporation - Questar Gas, Quintiles, Qwest Communications International, Inc. -
Business Markets Group, Qwest Communications International, Inc. - Mass Markets,
Qwest Communications International, Inc. - Wholesale, R.H. Donnelley, Inc., RBC
Bank, RBC Wealth Management, RLI Insurance Company, RR Donnelley & Sons, RR
Donnelley & Sons - Global Solutions, Financial Services Division, RREEF, RSC
Equipment Rental, RSM McGladrey, Rabobank, N.A., Rackspace IT Hosting, Ralcorp
Holdings, Inc., Ralcorp Holdings, Inc. - Bakery Chef, Ralcorp Holdings, Inc. -
Bremner, Ralcorp Holdings, Inc. - Carriage House, Ralcorp Holdings, Inc. -
Nutcracker Brands, Ralcorp Holdings, Inc. - Ralston Foods, Raley's, Raymond
James Financial, Raymond James Financial - Raymond James Bank, Reader's Digest
Association, Reader's Digest Association - Books Are Fun, Reader's Digest
Association - Weekly Reader, Reckitt Benckiser, Inc., Reed Construction Data,
Reeves Brothers, Inc., Regency Centers, Regions Financial Corporation,
Renaissance Learning, Inc., Republic Underwriters Insurance Company, Retail
Ventures Services, Inc. - Filene's Basement, Rexam Plastic Sector U.S., Reynolds
American, Inc., Reynolds American, Inc. - R. J. Reynolds Tobacco Co., Reynolds
American, Inc. - RJR Global Products, Inc., Rich Products Corporation, Rich
Products Corporation - Arlington, Rich Products Corporation - Burlington, Rich
Products Corporation - Claremont, Rich Products Corporation - Food Service
Division, Rich Products Corporation - Grandview, Rich Products Corporation -
Hilliard, Rich Products Corporation - Jon Donaire, Rich Products Corporation -
Morristown, Rich Products Corporation - Murfreesboro, Rich Products Corporation
- - Niles, Rich Products Corporation - Waycross, Rich Products Corporation -
Wheeling, Rio Tinto plc US, Rio Tinto plc US - Kennecott Utah Copper, Rio Tinto
plc US - Rio Tinto Minerals, Rite Aid Corporation, Robert Bosch LLC, Robert
Bosch LLC - Accessories North America, Robert Bosch LLC - Aftermarket Division
(AA), Robert Bosch LLC - Automotive Electronics (AE, Robert Bosch LLC - Bosch
North America, Robert Bosch LLC - Bosch Rexroth Corporation (BRNA), Robert Bosch
LLC - Bosch Security Systems (STNA), Robert Bosch LLC - Chassis Systems Brakes
(AF), Robert Bosch LLC - Chassis Systems Control (CC), Robert Bosch LLC - Diesel
Systems Division (DS), Robert Bosch LLC - Electrical Drives Div. (ED), Robert
Bosch LLC - Garden & Watering, Robert Bosch LLC - Gasoline Systems Division
(GS), Robert Bosch LLC - North American Group, Robert Bosch LLC - Rotary Tools,
Robert Bosch LLC - Skil North America, Robins, Kaplan, Miller & Ciresi, LLP,
Roche Diagnostics US, Rockwell Automation, Inc., Rockwell Collins, Rockwell
Collins - Air Transport Systems, Rockwell Collins - Business and Regional
Systems, Rockwell Collins - C3I Solutions, Rockwell Collins - Cabin Systems,
Rockwell Collins - Precision Strike Solutions, Rockwell Collins - Stimulation
& Training Solutions, Rogers Corporation, Rosetta Stone, Inc., Ross Stores,
Inc., Roundy's Supermarkets, Inc., Rush University Medical Center, Russell
Reynolds, Associates, Ryder Systems, Inc., Ryder Systems, Inc. - Fleet
Management Solutions, Ryder Systems, Inc. - Supply Chain Solutions, S&C
Electric Company, S. C. Johnson & Son, Inc., SAE International, SCANA
Corporation - Carolina Gas Transmission Corporation (CGTC), SCANA Corporation -
PSNC Energy (Public Service Company of North Carolina, Inc.), SCANA Corporation
- - Public Service Co of NC, Communications, ServiceCare and SEVI, SCANA
Corporation - SCE&G (South Carolina Electric and Gas Company), SCANA
Corporation - SEMI (SCANA Energy Marketing, Inc.), SCF Arizona, SCF Arizona -
Premier, SCS Engineers, SCS Engineers - Bedford, SCS Engineers - Bellevue, SCS
Engineers - Cincinnati, SMC Corporation of America, SMSC Gaming Enterprises, SSM
Health Care St. Louis, SSM Health Care St. Louis - SSM Cardinal Glennon
Children's Hospital, SSM Health Care St. Louis - SSM Integrated Health
Technologies, SSM Health Care St. Louis - SSM St. Joseph Hospital Kirkwood, SSM
Health Care St. Louis - SSM St. Joseph Hospital West, SSM Health Care St. Louis
- - SSM St. Mary's Health Center, STG, Inc., SUEZ Energy North America, Inc., SUEZ
Energy North America, Inc. - SUEZ Energy Resources NA , SUEZ Energy North
America, Inc. - SUEZ LNG NA, LLC, Sabre Holdings Corporation, Sabre Holdings
Corporation - Sabre Airline Solutions, Sabre Holdings Corporation - Sabre Travel
Network, Sabre Holdings Corporation - Travelocity, Safety-Kleen Systems, Inc.,
Safety-Kleen Systems, Inc. - East Group, Safety-Kleen Systems, Inc. - West
Group, Saint Joseph Health System, Saint Joseph's Health System, Saint Luke's
Health System, Saint Raphael Healthcare System, Sallie Mae, Sam Levin, Inc.,
Samson Investment Company, San Antonio Federal Credit Union, San Antonio Water
System, San Diego County Regional Airport Authority, Sanmina-SCI Corporation,
Sanmina-SCI Corporation - Backplane Operations, Sanmina-SCI Corporation -
Communication Systems, Sanmina-SCI Corporation - Computing & Storage
Systems, Europe, Sanmina-SCI Corporation - Medical Devices, Sanmina-SCI
Corporation - Modular/Memory, Sanmina-SCI Corporation - PBC Fabrication,
Sanofi-Aventis US, Sara Lee Corporation, Sauer-Danfoss, Sauer-Danfoss - Propel,
Schlumberger Oilfield Services, Schneider Electric/Square D Company, Schneider
Electric/Square D Company - APC, Schneider Electric/Square D Company - NOAD,
Schneider National, Inc., Schnitzer Steel Industries, Inc., Scholle Corporation,
Scholle Corporation - Scholle Chemical, Scholle Corporation - Scholle Packaging,
Scholle Corporation - Vacumet Corp, Schott Solar, Inc., Scott and White
Hospital, Sea Star Line, LLC, Securian Financial Group, Securitas Security
Services, USA, Selective Insurance Company of America, Sensata Technologies,
Sentara Healthcare, Sentara Healthcare - Norfolk General Hospital, Sentry
Insurance, Serco NA, Sharp HealthCare, Shearman & Sterling LLP, Shure
Incorporated, Sidley Austin, LLP, Simon Property Group, Sinclair Broadcast
Group, Inc., Society of Manufacturing Engineers, Sodexho USA, Southeastern
Freight Lines, Southern California Regional Rail Authority, Southern Company,
Southern Company - Alabama Power Company, Southern Company - Georgia Power,
Spectrum Health System, Sprint, St. Elizabeth Health System, St. Jude Children's
Research Hospital, St. Vincent Health, StanCorp Financial Group, Stanford
University, Stanford University - School of Medicine, Stanford University
Medical Center, Stanford University Medical Center - Lucile Packard Children's
Hospital , Stantec Inc., Staples, Inc., Starbucks Coffee Company, Starwood
Vacation Ownership, State Auto Insurance Company, State Farm Insurance, State
Personnel Administration (formerly Georgia Merit System), State Teachers
Retirement System of Ohio, State of Indiana, State of Indiana - Adjutant
General's Office, State of Indiana - Alcohol and Tobacco Commission, State of
Indiana - Arts Commission, State of Indiana - Board of Animal Health, State of
Indiana - Board of Tax Review, State of Indiana - Bureau of Motor Vehicles,
State of Indiana - Commission of Public Records, State of Indiana - Department
of Administration, State of Indiana - Department of Agriculture, State of
Indiana - Department of Child Services, State of Indiana - Department of
Corrections, State of Indiana - Department of Education, State of Indiana -
Department of Environmental Management, State of Indiana - Department of
Homeland Security, State of Indiana - Department of Insurance, State of Indiana
- - Department of Labor, State of Indiana - Department of Local Government
Finance, State of Indiana - Department of Natural Resources, State of Indiana -
Department of Revenue, State of Indiana - Department of Transportation, State of
Indiana - Department of Veterans' Affairs, State of Indiana - Department of
Workforce Development, State of Indiana - Education Employee Relations Board,
State of Indiana - Environmental Adjudication, State of Indiana - Family and
Social Services Administration, State of Indiana - Gaming Commission, State of
Indiana - Governor's Planning Council for People with Disabilities, State of
Indiana - Indiana Economic Development Corp., State of Indiana - Indiana School
for the Blind and Visually Impaired, State of Indiana - Indiana Soldiers and
Sailors Children's Home, State of Indiana - Indiana State Police, State of
Indiana - Law Enforcement Training Board, State of Indiana - Office of
Management and Budget, State of Indiana - Professional Licensing Agency, State
of Indiana - Public Access Counselor, State of Indiana - Public Employees'
Retirement Fund, State of Indiana - Secretary of the State, State of Indiana -
State Board of Accounts, State of Indiana - State Racing Commission, State of
Indiana - State Student Assistance, State of Indiana - Teachers' Retirement
Fund, State of Indiana - Tobacco Prevention and Cessation Board, State of
Indiana - War Memorials Commission, State of Indiana - White River State Park,
State of Indiana - Workers' Compensation Board, State of Nebraska Department of
Administrative Services, Office of the CIO, State of North Carolina, Steelcase,
Inc., Straumann USA, Stream International, Stryker Corporation, Stryker
Corporation - Biotech, Osteosynthesis & Development Group, Stryker
Corporation - MedSurg Group, Stryker Corporation - Orthopaedics, Stryker
Corporation - Spine, Subaru of America, Inc., Subway Franchisee Advertising Fund
Trust, Summa Health System, Sun Life Financial (US), SunTrust Banks, Inc.,
Sunoco, Inc., Sunrise Hospital and Medical Center, Sunsweet Growers, Inc.,
SuperValu, Superior Essex, Inc., Superior Essex, Inc. - Essex Group, Inc.,
Superior Essex, Inc. - Superior Essex Communications LP, SureWest
Communications, Sutter Health, Sutter Health - Sutter Medical Center Sacramento,
Swarthmore College, Swedish Health Services, Swedish Health Services -
Hospitals, Sykes Enterprises, Incorporated - US Operations, Symetra Financial,
Symetra Financial - Group Insurance, Symetra Financial - Life & Annuities,
Syniverse Technologies, Synovus Financial Corporation, T-Mobile USA, T. Rowe
Price, TD Ameritrade Holding Corporation, TD Banknorth, Inc., TECO Energy, Inc.,
TIAA-CREF, TIW Corporation, TSYS Core, Targa Resources, Inc., Technology Credit
Union, TeleTech Holdings, Inc., Telerx Marketing, Inc., Tellabs, Temple-Inland,
Temple-Inland - Forest Products Corporation, Tenaris, Inc. USA, Tenet Healthcare
Corporation, Tennant Company, Tesoro Corporation, Texas Health Resources -
Presbyterian Hospital of Allen, Texas Health Resources - Presbyterian Village
North, Texas Industries, Inc., Texas Industries, Inc. - AGG & ESC, Texas
Industries, Inc. - CAC, Texas Industries, Inc. - Cement, Texon, LP, Textainer,
Textron, Inc., Textron, Inc. - Bell Helicopter, Textron, Inc. - E-Z-Go, Textron,
Inc. - Fluid & Power, Textron, Inc. - Greenlee, Textron, Inc. - Jacobsen,
Textron, Inc. - Kautex, Textron, Inc. - Textron Financial Corporation, Textron,
Inc. - Textron Systems, The Children's Hospital of Philadelphia, The Children's
Mercy Hospital, The Chubb Corporation, The Coca-Cola Company, The Decurion
Corporation, The Doe Run Company, The Doe Run Company - Buick Resource
Recycling, The Doe Run Company - Herculaneum Smelting Division, The Doe Run
Company - Seafab Metals Company, The Doe Run Company - Southeastern Mining and
Milling Division, The E. W. Scripps Company - Interactive Media, The E. W.
Scripps Company - Newspaper, The E. W. Scripps Company - Television, The
Employers Association, The Finish Line, Inc., The Florida Aquarium, Inc., The
Ford Foundation, The Frost National Bank, The Golden 1 Credit Union, The
Guardian Life Insurance Company of America, The Guardian Life Insurance Company
of America - Berkshire Life Insurance Company, The Guardian Life Insurance
Company of America - Equity Products, The Guardian Life Insurance Company of
America - Group Pensions, The Guardian Life Insurance Company of America - Group
Products, The Hanover Insurance Group, Inc., The Hartford Financial Services
Group, Inc., The Hershey Company, The Hertz Corporation, The Irvine Company, The
Johns Hopkins Hospital, The Johns Hopkins University Applied Physics Laboratory,
The Joint Commission, The Keane Organization, The Keane Organization - Investor
Communications and Retention Solutions, The Keane Organization - Qualified Plan
Services Division, The Keane Organization - Unclaimed Property Services
Division, The Kroger Company, The Longaberger Company, The MITRE Corporation,
The Methodist Hospital System, The Midland Company, The NORDAM Group, The NORDAM
Group - Interiors & Structures Division, The NORDAM Group - Nacelles &
Thrust Reversers Division, The NORDAM Group - Repair Division, The NORDAM Group
- - Transparency Division, The Nielsen Company, The Ohio State University, The
Ohio State University Medical Center, The Schwan Food Company, The Seattle Times
Company, The ServiceMaster Company, The ServiceMaster Company - American Home
Shield, The ServiceMaster Company - InStar, The ServiceMaster Company - Merry
Maids, The ServiceMaster Company - ServiceMaster Clean, The ServiceMaster
Company - Terminix, The ServiceMaster Company - TruGreen Landcare, The
Sherwin-Williams Company, The Sherwin-Williams Company - Consumer Group,
Consumer Division, The Sherwin-Williams Company - Consumer Group, Diversified
Brands Division, The Sherwin-Williams Company - Global Group, Auto Division, The
Sherwin-Williams Company - Global Group, Chemical Coatings Division, The
Sherwin-Williams Company - Global Group, International Division, The
Sherwin-Williams Company - Paint Stores Group, Eastern Division, The
Sherwin-Williams Company - Paint Stores Group, Midwestern Division, The
Sherwin-Williams Company - Paint Stores Group, Southwestern Division, The Sports
Authority, The Sundt Companies, Inc., The Sundt Companies, Inc. - Concrete
Division, The Sundt Companies, Inc. - Heavy Construction Division, Arizona, The
Sundt Companies, Inc. - Sundt Construction, Inc., Arizona District, The Sundt
Companies, Inc. - Sundt Construction, Inc., Federal Division, The Sundt
Companies, Inc. - Sundt Construction, Inc., Northern California, The Supreme
Court of Ohio, The Toro Company, The Toro Company - Consumer, The Toro Company -
International, The Turner Corporation, The University of New Mexico, The
University of Texas Health Science Center at Houston, The University of Texas M.
D. Anderson Cancer Center, The University of Texas Southwestern Medical Center,
The Vanguard Group, Inc., The W.C. Bradley Co., The W.C. Bradley Co. -
Char-Broil, The W.C. Bradley Co. - Lamplight Farms Inc., The Warranty Group,
Inc., The Warranty Group, Inc. - First Extended, The Warranty Group, Inc. -
Innovative Solutions, Inc., The Warranty Group, Inc. - North America, The Weitz
Company, LLC, The Weitz Company, LLC - Golf, The Weitz Company, LLC - Hy-Vee
Weitz, The Weitz Company, LLC - Industrial, The Weitz Company, LLC - Rocky
Mountain, The Weitz Company, LLC - Watts Constructors, The Williams Companies,
Inc., The Yankee Candle Company, Inc., Thrivent Financial for Lutherans,
Timberland Company, Timberland Company - Smartwool, Time Warner Telecom, Inc.,
Time Warner, Inc., Title Resource Group, Toll Brothers, Toshiba America Business
Solutions, Inc., Toshiba America Business Solutions, Inc. - TBS, Toshiba America
Medical Systems, Inc., Totem Ocean Trailer Express, Inc., Toyota Industrial
Equipment Manufacturing, Inc., Trane, Trane - Commercial Systems,
Trane - Residential Systems, TransUnion, LLC, Trebol USA, LLC,
Trelleborg Automotive Americas, Trelleborg Sealing Solutions U.S., Inc., TriWest
Healthcare Alliance, Trinity Health, Trust Company of America, Turner
Broadcasting System, Inc., Turner Broadcasting System, Inc. - CNN News Group,
Tyco Electronics, Tyco Electronics - Automotive, Tyco Electronics - CCCE, Tyco
Electronics - CCCE, Circuit Protection, Tyco Electronics - CCCE, TEBS, Tyco
Electronics - GATD, Tyco Electronics - GIC, Tyson Foods, Inc., U.S. Cellular®,
U.S. Foodservice, U.S. Foodservice - Albany, U.S. Foodservice - Albuquerque,
U.S. Foodservice - Allentown, U.S. Foodservice - Altoona Group, U.S. Foodservice
- - Atlanta, U.S. Foodservice - Austin, U.S. Foodservice - Baltimore, U.S.
Foodservice - Boca Raton/Pompano, U.S. Foodservice - Boston North, U.S.
Foodservice - Boston South, U.S. Foodservice - Buffalo, U.S. Foodservice -
Chicago Group, U.S. Foodservice - Cincinnati, U.S. Foodservice - Cleveland, U.S.
Foodservice - Columbia, U.S. Foodservice - Connecticut, U.S. Foodservice -
Dallas, U.S. Foodservice - Denver, U.S. Foodservice - Detroit, U.S. Foodservice
- - Fort Mill, U.S. Foodservice - Indianapolis, U.S. Foodservice - Jackson, U.S.
Foodservice - Lakeland, U.S. Foodservice - Las Vegas, U.S. Foodservice - Little
Rock, U.S. Foodservice - Los Angeles, U.S. Foodservice - Lubbock, U.S.
Foodservice - Manassas, U.S. Foodservice - Memphis, U.S. Foodservice -
Milwaukee, U.S. Foodservice - Minneapolis, U.S. Foodservice - Monarch, U.S.
Foodservice - Montgomery, U.S. Foodservice - NY Group, U.S. Foodservice - North
Dakota Group, U.S. Foodservice - North Star of Atlanta, U.S. Foodservice - North
Star of Carolinas, U.S. Foodservice - North Star of Charlotte, U.S. Foodservice
- - North Star of Florida, U.S. Foodservice - North Star of Indiana, U.S.
Foodservice - Northwest Group, U.S. Foodservice - Oklahoma City Group, U.S.
Foodservice - Omaha, U.S. Foodservice - Ormond Beach, U.S. Foodservice - Paducah
Group, U.S. Foodservice - Philadelphia Group, U.S. Foodservice - Phoenix, U.S.
Foodservice - Raleigh, U.S. Foodservice - Reno, U.S. Foodservice - Roanoke, U.S.
Foodservice - SYMPC Chicago, U.S. Foodservice - Salem, U.S. Foodservice - Salt
Lake City, U.S. Foodservice - San Diego, U.S. Foodservice - San Francisco, U.S.
Foodservice - Southeast Region, U.S. Foodservice - St. Louis, U.S. Foodservice -
Streator, U.S. Foodservice - Tampa, U.S. Foodservice - Topeka, U.S. Foodservice
- - VA Beach, U.S. Foodservice - West Region, U.S. Foodservice - West Virginia,
UAP Holding, UAP Holding - Loveland Industries, UAP Holding - United Agri
Products, UNITECH Solutions, UNUM Group, UPM-Kymmene, Inc., UPM-Kymmene, Inc. -
Blandin Paper Company, US Airways, US Bancorp, US Oncology, Inc., US Xpress,
USANA Health Sciences, USG Corporation, USG Corporation - L&W Supply, USGA,
UST, Underwriters Laboratories, Inc., Unified Grocers, Unilever U.S., Unilever
U.S. - FoodSolutions, United Airlines, United Industries, United Industries -
H&G Operations, United Industries - HQ Division, United Industries -
Wal-Mart Division, United Stationers Supply Company, United Stationers Supply
Company - Azerty, United Stationers Supply Company - Lagasse Sweet, United
Water, United Western Bancorp, Inc., United Western Bancorp, Inc. - United
Western Bank, UnitedHealth Group, Unitrin Career Agency Companies, Universal
Health Services, Inc., Universal Technical Institute, University Physicians
Healthcare, University Physicians Healthcare - UPH Hospital at Kino Campus,
University of Central Florida, University of Central Missouri, University of
Colorado Hospital, University of Houston, University of Louisville, University
of Maryland Medical Center, University of Michigan, University of Minnesota,
University of Missouri, University of New Mexico Hospitals, University of
Pennsylvania, University of Pittsburgh, University of Virginia Health System,
Uponor, Inc., Utah Transit Authority, VITAS Healthcare Corporation, Vail
Mountain, Inc., Vail Mountain, Inc. - Breckenridge, Vail Mountain, Inc. -
Keystone Resort, Vail Mountain, Inc. - Rock Resorts, Vail Mountain, Inc. - Vail
Mountain, Vail Mountain, Inc. - Vail Resorts Development Company, Valero Energy
Corporation, Valmont Industries, Inc., ValueOptions, Vanderbilt University,
Vectren Corporation, Ventura Foods, LLC, VeriSign, Inc., Vermeer Manufacturing
Company, Videojet Technologies, Inc., ViewSonic Corporation, Vinson &
Elkins, LLP, Virginia Credit Union, Inc., Virginia United Methodist Homes, Inc.,
Visiting Nurse Service of New York, Vistar Corporation, Visteon Corporation,
Volvo Financial Services, Vonage Holdings Corporation, W-H Energy Services,
Inc., W. R. Grace, W. R. Grace - Grace Davison, Aiken, W. R. Grace - Grace
Davison, Chattanooga, W. R. Grace - Grace Davison, Chicago, W. R. Grace - Grace
Davison, East Chicago, W. R. Grace - Grace Davison, Edison, W. R. Grace - Grace
Performance Chemicals, W. R. Grace - Grace Performance Chemicals, Bedford Park,
W. R. Grace - Grace Performance Chemicals, Houston, W. R. Grace - Grace
Performance Chemicals, Lithonia, W. R. Grace - Grace Performance Chemicals, Los
Angeles, W. R. Grace - Grace Performance Chemicals, Milwaukee, W. R. Grace -
Grace Performance Chemicals, Mt. Pleasant, W. R. Grace - Grace Performance
Chemicals, North Bergen, W. R. Grace - Grace Performance Chemicals, Phoenix, W.
R. Grace - Grace Performance Chemicals, Pompano Bch, W. R. Grace - Grace
Performance Chemicals, San Leandro, Waggener Edstrom Worldwide, Washington
Mutual, Inc., Washington Mutual, Inc. - Commercial Banking, Washington Mutual,
Inc. - Mortgage Banking, Washington Mutual, Inc. - Retail Banking &
Financial Services, Washington Savannah River Company, Washington Suburban
Sanitary Commission, Waste Management, Watkins Manufacturing, Wayne Memorial
Hospital, Webster Financial Corporation, Webster Financial Corporation - Center
Capital Corp, Wegmans Food Markets, Inc., Weil, Gotshal & Manges, LLP,
WellCare Health Plans, WellPoint, Inc., WellSpan Health, Wells Fargo &
Company, Wells' Dairy, Inc., Weltman, Weinberg & Reis Co., LPA, Wendy's
International, Inc., Wendy's International, Inc. - The New Bakery Company of
Ohio, Inc., West Penn Allegheny Health System - Alle-Kiski Medical Center, West
Penn Allegheny Health System - Allegheny General Hospital, West Penn Allegheny
Health System - Canonsburg General Hospital, West Penn Allegheny Health System -
The Western Pennsylvania Hospital, Western & Southern Financial Group,
Western Digital - Branded Products, Western Digital - Enterprise, Western
Digital - Heads, Western Union, Westinghouse Electric Company, Westinghouse
Electric Company - Nuclear Fuel Group, Westinghouse Electric Company - Nuclear
Power Plants Group, Westinghouse Electric Company - Nuclear Services Group,
Weston Solutions, Inc., Wheaton College, Wheaton Franciscan Healthcare, Wheaton
Franciscan Healthcare - All Saints Healthcare, Wheaton Franciscan Healthcare -
Elmbrook Memorial Hospital, Wheaton Franciscan Healthcare - Iowa Group, Wheaton
Franciscan Healthcare - Marianjoy Rehab Hospital, Wheaton Franciscan Healthcare
- - St. Francis Hospital, Wheaton Franciscan Healthcare - St. Joseph Hospital,
Wheaton Franciscan Healthcare - Wheaton Franciscan Medical Group, Wheaton
Franciscan Healthcare - Wisconsin Heart Hospital, Whip Mix Corporation,
Whirlpool Corporation, Whole Foods Market, William Blair & Company, LLC,
William Marsh Rice University, Wilmer Cutler Pickering Hale & Dorr ,
Wisconsin Court System, Wisconsin Physicians Service, Wm. Wrigley Jr. Company,
Wm. Wrigley Jr. Company - Americas (US, Canada, Mexico), Wm. Wrigley Jr. Company
- - North America, Wm. Wrigley Jr. Company - US, Wolters Kluwer NA, Wolters Kluwer
NA - Corporate Legal Services, Wolters Kluwer NA - Financial Services, Wolters
Kluwer NA - Law and Business Media, Wolters Kluwer NA - Tax and Accounting,
Wolters Kluwer NA - WK CFS & SS, Wolters Kluwer NA - WK Health Clinical
Solutions, Wolters Kluwer NA - WK Health Group, Wolters Kluwer NA - WK Health
Professional Education, Wolters Kluwer NA - WK Medical Research, Wolters Kluwer
NA - WK TAL, World Vision USA, Wright Express Corporation, Wyndham Worldwide,
Wyndham Worldwide - RCI Global Vacation Network, Wyndham Worldwide - Wyndham
Hotels, Wyndham Worldwide - Wyndham Vacation, XL America, XL America - Exton
OBU's, XL America - Insurance, XL America - Marine and Offshore Energy, XL
America - Reinsurance, XTO Energy, Inc., Xcel Energy, Inc., Yale University,
Yale-New Haven Health System, Yale-New Haven Health System - Yale-New Haven
Hospital, Yamaha Corporation of America, Zale Corporation, Zions Bancorporation,
Zions Bancorporation - Amegy Bank, Zions Bancorporation - California Bank and
Trust, Zions Bancorporation - National Bank of Arizona, Zions Bancorporation -
Nevada State Bank, Zions Bancorporation - Vectra Bank Colorado, Zions
Bancorporation - Zions First National Bank, Zoological Society of Philadelphia,
Zurich North America
2008/2009
WWDS Top Management Survey Participant List: 3M
Company, A N Ansay & Associates, A O Smith Corporation, AAA, AAF McQuay
International, ABB, Inc., Abbott Laboratories, Abercrombie & Fitch Company,
Accor North America, ACI Worldwide, Acme Industries, ACT Teleconferencing, The
Actors Fund of America, Acuity, ACUMED LLC, ADC Telecommunications, A-dec, Inc.,
Adobe Systems Incorporated, ADTRAN Incorporated, Advance Auto Parts, Inc.,
Advanced Measurement Technology, Inc., Advanced Micro Devices, Inc., Adventist
Health System, Aegon USA, Aeronix, Inc., AET, Aetna, Inc., Affiliated Computer
Services, Inc., Affinity Plus Federal Credit Union, AFLAC Incorporated, AGC
Houston, AGCO Corporation, AgFirst, Agilent Technologies, Inc., AGL Resources,
Inc., AgriBank, Ahlstrom Windsor Locks LLC, AIG, Airlines Reporting Corporation,
AK Steel Holding Corporation, Akamai Technologies, Inc., Albemarle Corporation,
Alcoa, Inc., Aleris International, Inc., Alfa Laval, Inc., Allegheny County
Sanitary Authority, Allegheny Energy, Inc., Allegheny Technologies Incorporated,
Allergan, Inc., Alliance Laundry Systems, Alliant Energy, Allied Building
Products Corporation, Allied Waste Industries, Inc., The Allstate Corporation,
Alon Usa Energy, Inc., ALSAC St. Jude’s Children Research Hospital, ALTERA
Corporation, Altria Group, Inc., Amalgamated Bank of New York, Amazon.com, Inc.,
Ambac Financial Group, Inc., Ameren Corporation, American Axle &
Manufacturing Holdings, Inc., American Cancer Society, Inc., American Capital
Strategies, American Casino & Entertainment Properties, American Dehydrated
Foods, Inc., American Electric Power Company, Inc., American Enterprise,
American Express Company, American Family Insurance, American Financial Group,
American Greetings Corporation, American Home Mortgage Investment Company,
American Medical Association, American Standard Companies, Inc., American
Superconductor, American Tower Corporation, American University, American Water,
AMERIGROUP Corporation, AmeriPride Services, Inc., Ameriprise Financial, Inc.,
AmerisourceBergen Corporation, Ameristar Casinos, Ames True Temper, Amgen, Inc.,
Amphenol Corporation, AMR Corporation, Amtrak, AmTrust Bank, Anadarko Petroleum
Corporation, Analog Devices, Inc., Andersen Corporation, Anheuser-Busch
Companies, Inc., Anixter International Inc., AnnTaylor Stores Corporation, The
Antioch Company, Aon Corporation, Apache Corporation, Apartment Investment and
Management, Apollo Group, Apple, Inc., Applied Materials, Inc., ARAMARK
Corporation, Arch Capital Group, Ltd., Arch Coal, Inc., Archer Daniels Midland
Company, Archstone-Smith, The Arizona Republic, Arkansas Foundation for Medical
Care, Arrow Electronics, Inc., Asbury Automotive Group, Inc., Ascension Parish
School Board, ASCO - Value, ASRC Federal Holding Company, Asset Marketing
Service, Inc., Associated Industries of Massachusetts, Assurant Health,
Assurant, Inc., Asurion Corporation, Aurora Healthcare, The Auto Club Group,
Autodesk, Inc., Autoliv North America, Inc., Automatic Data Processing,
Automobile Club of Southern California, AutoNation, Inc., Avalonbay Communities,
Inc., Aveda Corporation, Avery Dennison Corporation, Aviall, Inc., Avis Budget
Car Rental Group, Avista Corporation, Avon Products, Inc., Axis Capital
Holdings, B Braun Medical, Inc., B/E Aerospace, Inc., Babson College, Baker
Hughes Incorporated, Ball Corporation, Bank of America Corporation, The Bank of
New York Mellon Corporation, BankAtlantic, Bankers Bank, Banner Engineering
Corporation, Baptist Health, Baptist Health System, Barilla America, Inc.,
Barloworld Handling, Barnes & Noble, Inc., Barr Pharmaceuticals, Inc.,
Basler Electric Company, Baxter International, Inc., Baylake Bank, Baylor
College of Medicine, Baylor Health Care System, BB&T Corporation, BDO
Seidman, LLP, Bechtel Systems & Infrastructure, Inc., Beckman Coulter, Inc.,
Belk, Inc., Bemis Company, Inc., Bemis Manufacturing Company, Benchmark
Electronics, Inc., Bendix, The Bergquist Company, Berwick Offray LLC, Best Buy
Co., Inc., Big Lots, Inc., Biogen Idec, Inc., Bioscrip, Inc., BJ’s Wholesale
Club, Inc., The Black & Decker Corporation, Black & Veatch, Inc.,
BlackRock, Inc., Blaze Recycling & Metals LLC, Blockbuster Entertainment,
Blue Cross & Blue Shield of Arizona, Blue Cross & Blue Shield of
Louisiana, Blue Cross & Blue Shield of South Carolina, Blue Cross of
Northeastern Pennsylvania, BlueLinx Holdings, Inc., Board of Governors of the
Federal Reserve System, Bob Evans Farms, The Boeing Company, Borders Group,
Inc., BorgWarner, Inc., Boston Market Corporation, Boston Properties, Inc.,
Boston Scientific Corporation, Boyd Gaming Corporate, Brady Corporation, The
Brink’s Company, Bristol Myers Squibb Company, Broadcom Corporation, Broadlane,
Inc., Brown Shoe Company, Inc., Brownells, Inc., Brown-Forman Corporation,
Brunswick Corporation, Bryant University, BSH Home Appliances Corporation,
Buffets, Inc., Builders FirstSource, Inc., Builders Insurance Group, Building
Materials Holding Corporation, Bunge, Ltd., Burlington Northern Santa Fe
Corporation, C H Robinson Worldwide, Inc., C R Bard, Inc., Cabela’s
Incorporated, Cablevision, Caelum Research Corporation, Calibre Systems,
California Casualty Management Company, California Dental Association,
California Water Service Company, Camcraft, Cameron International Corporation,
Canyon Ranch, Capital One Financial Corporation, Capital Southwest Corporation,
CareFirst BlueCross BlueShield, Carleton Life Support Systems, Carlisle
Companies, Inc., Carlson Companies, Inc., Carlson Systems Corporation, CarMax,
Inc., Carnival Corporation, Carpenter Technology Corporation, Casino Arizona,
Caterpillar, Inc., CB Richard Ellis, CBS Corporation, CDM, CDW Corporation, CEC
Entertainment, Inc., Celanese Americas Corporation, Celgard, Inc., Celgene
Corporation, Cell Therapeutics, Inc., Celtic Insurance, CEMEX, Inc., Centene
Corporation, Center for Creative Leadership, CenterPoint Energy, Inc., Century
Tel, Inc., Certegy, Inc., CGI Technologies and Solutions, Inc., Charter
Communications, Inc., Chemtreat, Inc., Chemtura Corporation, Chesapeake Energy
Corporation, Chevron Corporation, Chicago Bridge & Iron Company, Chicago
Transit Authority, Children’s Healthcare Atlanta, Chiquita Brands International,
Inc., Choice Hotels International, Christian City, CHS, Inc., The Chubb
Corporation, Chumash Casino, Church of Jesus Christ of Latter-Day Saints, Ciena
Corporation, CIGNA Corporation, Cincinnati Financial Corporation, CIT Group,
Inc., The Citadel, Citigroup, Inc., Citi-North America Operations &
Technology, Citizens Communications, Citrix Systems, Inc., City and County of
Denver, City of Charlotte, City of Garland, City of Houston, City of
Philadelphia, City of Rochester, City of Waterloo, Clarian Health Partners,
Clear Channel Communications, Inc., Clear Channel Outdoor Holdings, Cleco
Corporation, Clopay Corporation, ClubCorp, Inc., Cme Group, Inc., CMS Energy
Corporation, The CNA Corporation, Cna Financial Corporation, CNL Financial
Group, Cobb County School District, Coca Cola Bottling Company Consolidated, The
Coca-Cola Company, Coca-Cola Enterprises, Inc., Cognizant Technology Solutions,
Colgate-Palmolive Company, Colonial Bank, Colonial Williamsburg Foundation,
Colorado Springs Utilities, Colsa Corporation, Comau, Inc., Comcast Corporation,
Comerica Incorporated, Commerce Bancorp, Inc., CommScope, Inc., The Community
College of Baltimore County, Community Health Network, Community Health Systems,
Compressor Controls Corporation, Computer Task Group, ConnectiCare, Inc.,
ConocoPhillips, Conseco Services LLC, CONSOL Energy, Inc., Consolidated Edison,
Inc., Constellation Energy Group, Inc., Continental Airlines, Inc., Convergys
Corporation, Con-way, Inc., Cook Communications Ministries, Cooper Industries,
Ltd., Cooper Tire & Rubber Company, CooperVision, Inc., Copper and Brass
Sales, Core Laboratories, Core-Mark Holding Company, Inc., Corinthian Colleges,
Cornell University, Corning Incorporated, Correctional Medical Services,
Corrections Corporation of America, Country Insurance & Financial, The
Country Vintner, Countrywide Financial Corporation, County of Spotsylvania,
Coventry Health Care, Inc., Covidien, Ltd., Cox Enterprises, Inc., Cox Target
Media, CPS Energy, Cracker Barrel Old Country Store, Inc., Crane Company, Crate
and Barrel, Crosstex Energy, Inc., Crown Castle International Corporation, Crown
Holdings, Inc., CSX, CTS Corporation, Culligan International Company, Cummins,
Inc., Cummins-Allison Corporation, CVS Caremark, Cytec Industries, Inc.,
Dal-Tile, Inc., Danaher Corporation, Davis Langdon, DaVita, Inc., Dawn Food
Products, Day & Zimmermann, Inc., Dean Foods Company, The Decurion
Corporation, Deere & Company, Deere & Company Canada, Dekalb Regional
Healthcare Systems, Del Monte Foods Company, Delek Us Holdings, Inc., Delphi
Corporation, Delta Air Lines, Inc., Deluxe Corporation, Denso Manufacturing
Michigan, Inc., Deseret Book Company, Developers Diversified Realty, Devon
Energy Corporation, DeVry University, Dick’s Sporting Goods, Dickstein Shapiro
LLP, Diebold Incorporated, Dillard’s, Inc., The DIRECTV Group, Inc., Discover
Financial Service, Doherty Employer Services, Dole Fresh Vegetables, Dollar
General Corporation, Dominion Resources, Inc., Donaldson Company, Inc., Dover
Corporation, The Dow Chemical Company, DPI West, DST Systems, Inc., DTE Energy,
Duke Energy Corporation, Duke Realty Corporation, Duke University & Health
System, Dynamex, Dynegy, Inc., E.I. du Pont de Nemours & Company, Eastman
Chemical Company, Eastman Kodak Company, Eaton Corporation, eBay, Inc., Echostar
Communications Corporation, Ecolab, Inc., Edison International, Education Sales
Management, Edward Jones & Company, Edwards Lifesciences, EG&G - Defense
Materials, EG&G Services, El Paso Corporation, Electrolux Homecare of N.A.,
Electronic Data Systems Corporation, Eli Lilly & Company, Embarq
Corporation, EMC Corporation, EMCOR Group, Inc., Emerson Climate
Technologies/Copeland, Emerson Electric, Enbridge Energy Partners, L.P., Energy
East Corporation, Energy Enterprise Solutions, Inc., EnergySouth, Inc., EnPro
Industries, Inc., ENSCO International Incorporated, Entergy Corporation,
Entertainment Publications, EOG Resources, Inc., EON US LLC, Episcopal
Retirement Homes, Equifax, Inc., Equity Bank, SSB, Equity Residential, Erie
Insurance Group, ESCO Corporation, ESCO Technologies, Esterline Technologies
Corporation, Etnyre International, Ltd., Everest Re Group, Ltd., Evraz Oregon
Steel Mills, Exel, Inc., Exelon Corporation, Exempla Health Care, Inc., Exide
Technologies, Expedia, Inc., Express Scripts, Inc., Extendicare Health Services,
Exxon Mobil Corporation, Fabcon, Inc., Fabri-Kal Corporation, Fairfax County
Public Schools, Farm Credit Council Services, The Farmers Bank, Farmland Foods,
Inc., FCI USA, Inc., Federal Express Corporation, Federal National Mortgage,
Federal Reserve Bank of Atlanta, Federal Reserve Bank of Boston, Federal Reserve
Bank of Chicago, Federal Reserve Bank of Cleveland, Federal Reserve Bank of
Dallas, Federal Reserve Bank of Kansas City, Federal Reserve Bank of
Minneapolis, Federal Reserve Bank of Philadelphia, Federal Reserve Bank of St.
Louis, Federal-Mogul Corporation, Federated Department Stores, FedEx Kinko’s,
Fender Musical Instruments, Ferguson Enterprises, Fermi National Accelerator
Laboratory, FerrellGas, Inc., Ferro Corporation, Fidelity National Financial,
Inc., Fifth Third Bancorp, The Finish Line, Inc., First American Corporation,
First Citizens Bank, First Data Corporation, First Horizon National Corporation,
First Interstate BancSystem, FirstEnergy Corporation, Fiserv, Inc., Fleetwood
Group, Flexible Steel Lacing Company, Flint Group - North America, Florida Power
& Light Company, Flowserve Corporation, Fluor Corporation, FMC Corporation,
FMC Technologies, Inc., Foot Locker, Inc., Ford Motor Company, Fort Worth
Independent School District, Fortune Brands, Foseco Metallurgical, Inc., Fossil,
Inc., Foster Poultry Farms, Foster Wheeler, Ltd., Fox Chase Cancer Center,
Franklin International, Frazee Industries, Freedom Communications, Inc., The
Freeman Companies, Freeport-McMoRan Copper & Gold, Inc., Fremont Bank,
Fremont Group, Friendly Ice Cream Corporation, Frontier Oil Corporation, Funeral
Directors Life Insurance Company, Furniture Brands International, Inc., G&K
Services, G. Loomis, Inc., Galamba Companies, Inc., The Gannett Company, The
Gap, Inc., Garden Fresh Restaurant Corporation, Gas Technology Institute,
Gateway, Inc., Gaylord Entertainment, Geisinger Health System, Genentech, Inc.,
General Cable Corporation, General Dynamics Corporation, General Dynamics
Information Technology, General Electric Company, General Growth Properties,
Inc., General Motors Corporation, General Nutrition, Inc., Gentiva Health
Services, Genuine Parts Company, Genworth Financial, Inc., Genzyme Corporation,
Georg Fisher Signet LLC, Georgia Gulf Corporation, Georgia Institute of
Technology, Georgia System Operations Corporation, Gerdau Ameristeel, Gibraltar
Steel Corporation, Gilead Sciences, Inc., GITI, Glatfelter Company, Global
Industries Offshore LLC, Gold Eagle Company, Goldman Sachs Group, Inc., Goodrich
Corporation, The Goodyear Tire & Rubber Company, Google Inc., Government
Employees Health Association, Inc., Graco, Inc., Grande Cheese Company, Grange
Mutual Insurance Companies, Granite Construction, Inc., Graphic Packaging
Holding Company, Great American Insurance / Great American Financial, Great
Clips, Inc., Great Plains Energy Incorporated, Group 1 Automotive, Inc.,
Growmark, Inc., Grubb & Ellis Company, GuideStone Financial Resources,
Guitar Center, Inc., Gulfstream Aerospace Corporation, Habitat for Humanity
International, Halliburton Company, Hamot Medical Center, Hannaford Bros.
Company, Hapag-Lloyd (America), Inc., Harley Davidson Motor Company,
Harleysville Insurance Company, Harrah’s Entertainment, Inc., Harris County
Hospital District, Harris Teeter, Inc., Harsco Corporation, Hartford Financial
Services, Harvard Vanguard Medical Association, Harvey Industries, Hasbro, Inc.,
Hastings Mutual Insurance Company, Haynes International, Inc., HCC Insurance
Holdings, Inc., HCP, Inc., HD Supply, Health Management Associates, Inc., Health
Net, Health Partners, HealthNow New York, Heat Transfer Research, Inc., H-E-B,
Helmerich & Payne, Inc., Hendrick Medical Center, Hendrickson International,
Henry Schein, Inc., Hercules Incorporated, Herman & Kittle Properties,
Herman Miller, Inc., The Hershey Company, Hess Corporation, Hewlett-Packard
Company, Hexion Specialty Chemicals, Highlights for Children, Inc., Highmark,
Inc., Hill Phoenix, Hilti, Inc., Hilton Hotels Corporation, Hines Interests,
Hirsch Pipe & Supply Co., Inc., Hitachi, HNI Corporation, Holden Industries,
Inc., Holly Corporation, The Home Depot, Inc., Home State Bank, Honeywell
International, Inc., Horry Telephone Cooperative, Hospira, Inc., Host Hotels
& Resorts, Inc., Hovnanian Enterprises, Inc., Howard Hughes Medical
Institute, HSBC - North America, Hubbell Incorporated, Hudson City Bancorp,
Inc., Hu-Friedy Manufacturing Co., Inc., Humana, Inc., Hunter Douglas, Inc.,
Hunter Industries, Huntington Bancshares Incorporated, Huntsman Corporation,
Huron Consulting Group, Hutchinson Technology, Inc., Hyatt Hotels Corporation,
Hydro Automotive Structures, Hyundai Motor America, IDEARC, Inc., IDEX
Corporation, IDEXX Laboratories, Inc., Illinois Tool Works, Inc., IMS Health,
Inc., Indiana State Personnel Department, Indianapolis Power & Light
Company, IndyMac Bancorp, Inc., Information Management Service, Information
Resources, Ingersoll Rand Co., Ltd., Ingram Book Group, Ingram Industries, Inc.,
Ingram Micro, Inc., INOVA Health Systems, Insight Enterprises, Inc.,
In-Sink-Erator, Institute for Business and Home Safety, Insurance Auto Auctions,
Integrys Energy Group, Inc., Intel Corporation, INTELSAT,
IntercontinentalExchange, Inc., International Business Machines Corporation,
International Dairy Queen, Inc., International Flavors & Fragrances, Inc.,
International Game Technology, International Paper Company, Interpublic Group of
Companies, Inc., Interstate Bakeries, Intertape Polymer Group, IREX Corporation,
Iron Mountain Group, Inc., The Irvine Company, ISS Facility Services, USA, Isuzu
Motors America, Inc., Ithaca College, Itochu International, Inc., ITT
Corporation, ITT Educational Services, Inc., ITT Industries - AES, J B Hunt
Transport Services, Inc., J C Penney Company, Inc., J J Keller & Associates,
Inc., The J M Smucker Company, J R Simplot Company, Jackson County Bank, Jackson
Hewitt Tax Services, Inc., The Jackson Laboratory, Jacobs Technology, Inc.,
James Hardie Building Products, Janus Capital Group, Inc., Jarden Corporation,
Jefferson Science Associates, Jefferson Wells International, Jensen Precast, Jet
Blue Airways, JM Family Enterprises, John Crane, Inc., John Wiley & Sons,
Inc., Johnson & Johnson, Johnson Financial Group, Jones Apparel Group, Inc.,
Jones Lang LaSalle, Jostens, Inc., JPMorgan Chase & Company, JSJ
Corporation, Judicial Council of California, Juniper Networks, Inc., J-W
Operating Company, Kansas Farm Bureau, Katun Corporation, KB Home, KBR, Inc.,
Kele, Inc., Kellogg Company, Kelly Services, Inc., Kenexa, Kettering University,
Kewaunee Scientific Corporation, KeyCorp, Keystone Automotive Industries,
Keystone Foods Corporation, Keywell LLC, Kimberly Clark Corporation, Kimco
Realty Corporation, Kindred Healthcare, Kinetico, Inc., King Pharmaceuticals,
Inc., Kings Super Markets, Inc., Kingston Technology, Kohl’s Corporation, Kraft
Foods, Inc., The Kroger Company, Kruger International, Kum & Go LC, Kyocera
America, Inc., L L Bean, Inc., L-3 Communications Holdings, Inc., Lab Volt
Systems, Laboratory Corporation of America Holdings, Lance, Inc., LandAmerica
Financial Group, Inc., Landstar System, Inc., Lansing Board of Water &
Light, Lantech.com, Lear Corporation, Legal & General America, Leggett &
Platt, Inc., Lehman Brothers Holdings, Inc., Lennox International, Inc., Leo
Burnett Company, Inc., Leucadia National Corporation, Lexmark International,
Inc., LG Electronics USA, Inc., LGE MobileComm USA, Liberty Diversified
Industries, Liberty Media Corporation, Lieberman Research Worldwide, LifeMasters
Supported SelfCare, Inc., LifePoint Hospitals, Inc., Limbach Facility Services
LLC, Limited Brands, Lincoln National Corporation, Linens & Things, Lithia
Motors, Inc., Little Lady Foods, Live Nation, Inc., Liz Claiborne, Inc.,
Lockheed Martin Corporation, Loews Corporation, The Longaberger Company, Longs
Drug Stores Corporation, Los Angeles Unified School District, Louisiana-Pacific
Corporation, Lowe’s Companies, Inc., Lower Colorado River Authority, Lozier
Corporation, LRAA, LSI Corporation, Lubrizol Corporation, Luther Midelfort-Mayo
Health System, Lutron Electronics, Luxottica Retail, Lyondell Chemical Company,
M&T Bank Corporation, Macy’s, Inc., Magellan Health Services, Malco
Products, Inc., Manitowoc Company, Inc., MANN+HUMMEL USA, Inc., Mannington
Mills, Inc., Manpower International, Inc., ManTech International, Marathon Oil
Corporation, Maricopa County Office of Management & Budget, Maricopa
Integrated Health System, Maritz, Inc., The Mark Travel Corporation, Markel
Corporation, Marriott International, Inc., Mars North America, Marsh &
McLennan Companies, Inc., Marshfield Clinic, MARTA, Martin Marietta Materials,
Inc., Martin’s Point Health Care, Mary Kay, Inc., Maryland Department of
Transportation, Masco Corporation, Massey Energy Company, Mattel, Inc., Mayo
Clinic, MBIA, Inc., McDermott Incorporated, McDonald’s Corporation, MCG Health,
Inc., The McGraw-Hill Companies, Inc., McKesson Medical-Surgical, MDU Resources
Group, Inc., MeadWestvaco Corporation, Mecklenburg County, MedAire, Inc., Medco
Health Solutions, Inc., Media General, Inc., Medical Mutual of Ohio, Meijer,
Inc., MEMC Electronic Materials, Mercer University, Merck & Co., Inc.,
Mercury General Corporation, Mercury Insurance Group, Merit Medical Systems,
Meritage Homes Corporation, MeritCare Health System, Merrill Corporation,
Metaldyne, Metavante, Methodist Hospital System, MetroPCS Communications, Inc.,
Metropolitan Life Insurance Company, Metropolitan Transit Authority, MFS
Investment Management, MGIC Investment Corporation, MGM Mirage, Miami Children’s
Hospital, Michael Baker Corporation, Michigan Farm Bureau - Family of Companies,
Micro Dynamics, Microflex Corporation, MidAmerican Energy Company, Midwest
Airlines, Midwest Research Institute, Mike Albert Leasing, Inc., Millipore
Corporation, Millward Brown - North America, Milwaukee Electric Tool
Corporation, Mine Safety Appliances Company, Mirant, Mission Foods, Missouri
Department of Conservation, Missouri Department of Transportation, Mitsubishi
International Corporation, Mitsui & Company USA, Inc., MMS Consultants,
Inc., Mohawk Industries, Mohegan Sun Casino, Molex, Inc., Molina Healthcare,
Inc., Molson Coors, Moneris Solutions US, Moneygram International, Inc., Monster
Worldwide, Inc., Moody’s Corporation, Morgan Stanley, Motorola, Inc., MPSI
Systems, Inc., MSKCC, MTA Long Island Bus, MTD Products, Inc., MTS Systems
Corporation, Mueller Industries, Inc., Murphy Oil Corporation, Mutual of
Enumclaw Insurance Company, Mutual of Omaha, Mylan, Inc., Nabors Industries,
Ltd., Nalco Holding Company, Nash-Finch Company, National Academies, National
City Corporation, National Futures Association, National Oilwell Varco, National
Safety Council, National Security Technologies LLC, Nationwide Financial
Services, Nationwide Insurance Company, Nature’s Sunshine Products, Inc.,
Navistar International Corporation, Navy Exchange Service Command, NCCI
Holdings, Inc., NCMIC, NCR Corporation, Nebraska Public Power District, Nelnet,
Inc., New Hanover Regional Medical Center, The New York Times Company, Newell
Rubbermaid, Inc., Newmont Mining Corporation, NICOR, Inc., The Nielsen Company,
NII Holdings, Inc., NiSource, Inc., NJM Insurance Group, Noble Corporation,
Noble Energy, Inc., Norcal Waste Systems, Inc., The Nordam Group, Nordson
Corporation, Nordstrom, Norfolk Southern Corporation, Northeast Utilities
System, Northern Trust Corporation, Northrop Grumman Corporation, Northwest
Airlines, Inc., Northwestern Mutual Life Insurance, Novell, Inc., Novellus
Systems, Inc., NRG Energy, Inc., NRUCFC, NSTAR, Nucor Corporation, Nutri
Systems, Inc., NVIDIA Corporation, NVR, Inc., NYSE Euronext, O’Reilly
Automotive, Inc., Oakland County Road Commission, Occidental Petroleum
Corporation, Office Depot, Inc., OfficeMax, OGE Energy Corporation, Ohio Public
Employees Retirement System, Ohio State University, Ohio State University
Medical Center, Oil-Dri Corporation of America, Old Dominion Electric
Cooperative, Old Republic International Corporation, Olin Corporation, OM Group,
Inc., Omnicare, Inc., Omnicom Group, Inc., One America Financial Partners, Inc.,
One Beacon Insurance Group, ONEOK, Inc., Opus Corporation, Orange County
Government, Orange County Public Schools, Orbital Science Corporation, Oregon
State Lottery, Osg Tap & Die, Inc., Oshkosh Corporation, Owens & Minor,
Inc., Owens-Illinois, Inc., Oxford Industries, Oxford Instruments Measurement
Systems, PACCAR, Inc., Packaging Corporation of America, Pactiv Corporation,
Pall Corporation, Panasonic Automotive Systems Company of America, Panduit
Corporation, Pantry, Inc., Papa John’s International, PASCO Scientific, Paychex,
Payless Shoesource, Inc., Peabody Energy Corporation, Pearson Education, Pegasus
Solutions, Inc., Penn State Hershey Medical Center, Penske Automotive Group,
Inc., Pentair, Inc., Pentax USA, Inc., Pepco Holdings, Pepsi Bottling Group,
Inc., PepsiAmericas, Inc., PepsiCo, Inc., Performance Food Group, Perini
Corporation, Perkinelmer, Inc., Perot Systems Corporation, Perrigo Company,
Peter Kiewit Sons’, Inc., PetSmart, Inc., Pfizer, Inc., PG&E Corporation,
PGT Industries, Pharmavite LLC, PHH Arval, PHI, Inc., Phillips Plastics
Corporation, Phoenix Companies, Inc., Piantedosi Baking Company, Pilot
Corporation America, Pinnacle West Capital Corporation, Pitney Bowes, Plexus
Corporation, Plum Creek Timber Co., Inc., PM Company, Pnc Financial Services
Group, PNM Resources, Inc., Polaris Industries, Inc., PolyOne Corporation,
Popular, Inc., The Port Authority of NY & NJ, Port of Portland, PPG
Industries, Inc., PPL Corporation, Pratt Corporation, Praxair, Inc., Preformed
Line Products Company, Premier, Inc., Prestolite Wire Corporation, Pride
International, Inc., Prime Therapeutics, Prince William Health System, Principal
Financial Group, Priority Health, The Professional Golfers’ Association of
America, Progress Energy, Inc., The Progressive Corporation, Project Management
Institute, ProLogis, Providence Health Center, Prudential Financial, Inc., PSS
World Medical, Public Service Enterprise Group, Inc., Public Storage, Public
Utility District #1 of Chelan County, Publix Super Markets, Inc., Puget Energy,
Inc., Pulte Homes, Inc., QBE Regional Insurance, QTI Human Resources, QUALCOMM,
Inc., Qualex, Inc., Quality Ingredients Corporation, Quanta Services, Inc.,
Quest Diagnostics Incorporated, Questar Corporation, Qwest Communications
International, Inc., R L I Insurance Company, R L Polk & Company, Rackspace,
Radio Shack Corporation, Range Resources Corporation, Raytheon Company, RCN, REA
Magnet Wire Company, Inc., Recon Optical, Inc., Recycled Paper Greetings, Inc.,
Red Wing Shoe Company, Redcats USA, Regal Entertainment Group, The Regence
Group, Regency Centers Corporation, Regions Financial Corporation, Reinsurance
Group of America, Reliance Steel & Aluminum Company, Reliant Energy,
Renaissance Learning, Inc., Rent-A-Center, Inc., Republic Services, Inc.,
Resurgent Capital Services, Rewards Network, Rexel, Inc., Reynolds American,
Inc., Rice University, RiceTec, Inc., Rich Products Corporation, Richco, Ricoh
Electronics, Inc., Rimage Corporation, Rite - Hite Corporation, Robert Bosch
Corporation, Robert Bosch Tool Corporation, Robert Half International, Inc.,
Roche Diagnostics, Rockwood Holdings, Inc., Rohm and Haas Company, Rollins,
Inc., Roper Industries, Ross Stores, Inc., Rotary International, Rowan
Companies, Inc., Royal Bank of Canada, Royal Caribbean Cruise Line, RR Donnelley
& Sons Company, RSM McGladrey, Rush Enterprises, Inc., Rutgers University,
Ryder System, Inc., Ryland Group, Inc., S&C Electric Company, SAC Federal
Credit Union, Safilo USA, SAGE Publications, Sakura Finetek USA, Inc., Sally
Beauty Company, Salt River Project, Samuel Roberts Noble Foundation, San Antonio
Water System, San Manuel Band of Mission Indians, Sanofi Pasteur, Sargent
Fletcher, Inc., Sauer-Danfoss, Inc., SCANA Corporation, ScenPro, Inc., SCF of
Arizona, Schaumburg Township District Library, Schlumberger, Ltd., Schneider
Electric, Schneider National, Inc., Schwan Food Company, Seaboard Corporation,
Sealed Air Corporation, Sealy, Inc., Sears Holdings Corporation, Seco Tools,
Inc., Securitas Security Services USA, Self Regional Healthcare, SEMCO Energy,
Sensient Technologies Corporation, Sentara Healthcare, Sentry Group, Sentry
Insurance, The ServiceMaster Company, Seventh Generation, Shands HealthCare,
Sharp Electronics Corporation, Simmons Bedding Company, Simon Property Group,
Inc., Simpson Housing LLLP, Sitel, SJE-Rhombus, Skyline Displays, Inc., SkyWest,
Inc., Smead Manufacturing Company, SMSC Gaming Enterprise, Smurfit-Stone
Container Corporation, The Solae Company, Solo Cup Company, Solvere, South
Jersey Gas Company, Southco, Inc., Southeast Corporate Federal Credit Union,
Southeastern Freight Lines, Southern Copper Corporation, Southern Poverty Law
Center, Southwest Airlines Company, Southwest Gas Corporation, Space Dynamics
Laboratory, Space Telescope Science Institute, Sparrow Health System, Spectrum
Health, Spheris, Spirit AeroSystems Holdings, Springs Global US, Inc., Springs
Window Fashions Division, St. Joseph Health System, St. Louis County Government,
St. Mary’s at Amsterdam, Stampin’ Up!, Standard Pacific Homes, Staples, Inc.,
Starwood Hotels & Resorts Worldwide, State Corporation Commission, State
Employee Credit Union, State of Ohio - Human Resources Department, State of
Oregon, State Personnel Administration, Stepan Company, Sterilite Corporation,
STERIS, Sterling Bank, Stewart & Stevenson, Strategic Resources, Inc.,
Strattec Security Corporation, Stream, Stryker Corporation, Subaru of Indiana
Automotive, Inc., Sulzer Pumps US, Inc., Sundt Companies, Superior Industries
International, Inc., SuperValue, SureWest Communications Company, Syar
Industries, Inc., Sybron Dental Specialties, Sykes Enterprises, SYNNEX
Corporation, Synovate, Synthes, Syracuse Research Corporation, T. Rowe Price
Group, Inc., Tastefully Simple, TD Banknorth, Tech Data Corporation, Tecolote
Research, Inc., TelAlaska, Inc., Tele-Consultants, Inc., Teleflex, Tenet
Healthcare Corporation, Tesoro Corporation, Texas County & District
Retirement System, Texas Industries, Inc., Texas Mutual Insurance Company,
Thrifty White Stores, Time Warner, Inc., TIMET, Title Resource Group, TJX
Companies, Inc., The Topps Company, Inc., The Toro Company, Trane, Transocean
Offshore, Inc., Travel Guard - AIG, Travis County, Treasure Island Resort &
Casino, Tribune Company, Tri-Met, Trinity Health, Triwest Healthcare Alliance,
TRMI, Inc., Tupperware Corporation, Turner Broadcasting System, Inc., Tyco
Electronics, UAL Corporation, Ulticom, Inc., UMDNJ-University of Medicine &
Dentistry, Underwriters Laboratories, Inc., Unified Grocers, Union Pacific
Corporation, Union Tank Car Company, UnionBanCal Corporation, Unisys
Corporation, United Rentals, United States Steel Corporation, United Stationers,
Inc., United Technologies Corporation, UnitedHealth Group, Inc., Unitrin, Inc.,
Univar USA, Inc., Universal Forest Products, Inc., Universal Instruments
Corporation, Universal Orlando, University Health System Consortium, University
of Akron, University of Alabama at Birmingham, University of Alaska, University
of California at Berkeley, University of Chicago, University of Georgia,
University of Houston, University of Kansas Hospital, University of Louisville,
University of Michigan, University of Minnesota, University of Missouri,
University of Nebraska, University of Pennsylvania, University of Rochester,
University of St. Thomas, University of Texas at Austin, University of Texas M D
Anderson Cancer Center, University of Texas Southwestern Medical Center,
University of Virginia, University of Wisconsin Hospital & Clinics,
University of Wisconsin Medical Foundation, University Physicians, Inc., Unum
Group, UPS, URS Corporation, US Airways Group, Inc., US Bancorp, US Cellular
Corporation, USAA, USG Corporation, UST, Inc., Utah Retirement Systems, Utah
Transit Authority, Utica National Insurance, V S E Corporation, Vail Resorts,
Inc., Valero Energy Corporation, The Valspar Corporation, Van Andel Institute,
Vangent, Inc., Vectren Corporation, Velcro Group Corporation, Venetian
Resort-Hotel-Casino, Ventura Foods, LLC, Venturedyne, Ltd., Verisign, Inc.,
Verizon Communications, Inc., Vernay Laboratories, Inc., Vesuvius USA, VF
Corporation, Viacom, Inc., Viant Health Payment Solutions, Viasystems Group,
Inc., Viejas Enterprise, Virgin Media, Inc., Virginia Farm Bureau Insurance
Service, Visiting Nurse Service of New York, Visteon Corporation, Vonage Holding
Corporation, Vornado Realty Trust, Vulcan Materials Company, W C Bradley
Company, W R Berkley Corporation, W R Grace & Company, W W Grainger, Inc.,
Wachovia Corporation, Wackenhut Services, Inc., Wake County Government, Walgreen
Company, Wal-Mart Stores, Inc., Walt Disney Company, Walter Industries, Inc.,
Washington Mutual, Inc., The Washington Post Company, Washington Savannah River
Company, Washington University in St. Louis, Waste Management, Inc., Waters
Corporation, Watlow Electric, Watson Pharmaceuticals, Inc., Wayne Memorial
Hospital, Weatherford International, Weis Markets, Inc., Wellcare Health Plans,
Wellmark BlueCross BlueShield, WellPoint, Inc., Wells Fargo & Company,
Wells’ Dairy, Inc., Wendy’s International, Werner Enterprises, Inc., WESCO
International, Inc., West Virginia University Hospitals, Western Refining, Inc.,
Western Textile Companies, The Western Union Company, Westfield Group, Westlake
Chemical Corporation, Weston Solutions Inc, Weyerhaeuser Company, Wheaton
Franciscan Healthcare, Whirlpool Corporation, White Mountains Insurance Group,
Ltd., Whole Foods Market, Inc., Wilbur Smith Associates, The Wilder Foundation,
Willamette Falls Hospital, Williams Companies, Williams-Sonoma, Inc.,
WilmerHale, Windstream Communications, Winn-Dixie Stores, Inc., Wisconsin Energy
Corporation, Wisconsin Physicians Service Insurance Corporation, Wm. Wrigley Jr.
Company, WMS, World Access, World Fuel Services Corporation, World Vision United
States, World Wildlife Fund, Wyeth, Wyle Laboratories, Wyndham Worldwide, Xcel
Energy, Inc., Xerox Corporation, XL Capital, Ltd., XTO Energy, Inc., Yamaha
Corporation of America, Yankee Candle Company, Yokogawa, YRC Worldwide, Inc.,
YSI, Yum! Brands, Inc., Zale Corporation, Zeon Chemicals L.P., Zimmer, Inc.,
Zions Bancorporation, Zurich North America
2008
U.S. CDB General Industry Executive Database: 3M,
7-Eleven, A&P, A.H. Belo, A.T. Cross, AAA Northern California, Utah &
Nevada, AAA of Science, AARP, Abbott Laboratories, ABC, Abercrombie & Fitch,
Accenture, ACH Food, adidas America, Advance Publications, Advanced Medical
Optics, Advanced Micro Devices, Aegon USA, Aerojet, Aetna, AFLAC, Agilent
Technologies, AGL Resources, Agrium U.S., AIG, Air Products and Chemicals,
Alcatel-Lucent, Alcoa, Alexander & Baldwin, Allbritton Communications -
KATV, Allegheny Energy, Allergan, Allete, Alliant Energy, Alliant Techsystems,
Allianz, Allstate, ALM, Alstom Power, Altria Group, Amazon.com, Ameren, American
Airlines, American Crystal Sugar, American Electric Power, American Family
Insurance, American Transmission, American United Life, American Water Works,
Ameriprise Financial, Ameritrade, Ameron, AMETEK, Amgen, Anadarko Petroleum,
Anchor Danly, Ann Taylor Stores, APL, Applera, Appleton Papers, Applied
Materials, ARAMARK, Arby's Restaurant Group, Archer Daniels Midland, Arclin USA,
Areva NP, Armstrong World Industries, Arrow Electronics, Arysta LifeScience
North America, Ashmore Energy International, Associated Banc-Corp, AstraZeneca,
AT&T, Austria Microsystems, Auto Club Group, Automatic Data Processing,
Avaya, Avis Budget Group, Avista, Avon, AXA Equitable, , B&W Y-12, BAE
Systems, Ball, Banco do Brasil, Bank of America, Bank of the West, Barr
Pharmaceuticals, Barrick Gold of North America, Baxter International, Bayer,
Bayer CropScience, BB&T, bebe stores, Beckman Coulter, BELCO Holdings, Belo,
BG US Services, BIC, Big Lots, Biogen Idec, Bio-Rad Laboratories, Black Hills,
Blockbuster, Blue Cross Blue Shield of Florida, Blue Shield of California,
Blyth, Bob Evans Farms, Boehringer Ingelheim, Boeing, Bombardier Transportation,
Booz Allen Hamilton, Boston Scientific, Bovis Lend Lease, Boy Scouts of America,
BP, Bracco Diagnostics, Brady, Bremer Financial, Bristol-Myers Squibb, Building
Materials Holding, Bunge, Burger King, Burlington Northern Santa Fe, Bush
Brothers, , CA, Cablevision Systems, California Independent System Operator,
Calpine, Cameron International, Campbell Soup, Capital Blue Cross, Capital One
Financial, Capitol Broadcasting - WRAL, Cardinal Health, Cargill, Carlson
Companies, Carpenter Technology, CashNetUSA, Catalent Pharma Solutions,
Caterpillar, Catholic Healthcare West, CB Richard Ellis Group, Cedar Rapids TV -
KCRG, Celgene, CenterPoint Energy, Centex, Century Aluminum ,
Cephalon, Ceridian, CH2M Hill, Chanel, Cheniere Energy, Chesapeake, Chevron,
Chicago Mercantile Exchange, Chiquita Brands, Choice Hotels International,
Chrysler, CHS, CIGNA, Cisco Systems, CIT Group, CITGO Petroleum, Citizens Bank,
City Public Service, Cleco, CMS Energy, CNA, COACH, Cobank, Coca-Cola,
Colgate-Palmolive, Colorado Springs Utilities, Columbia Sportswear, Columbian
Financial Group, Comerica, Commerce Insurance, Compass Bancshares, Connell,
ConocoPhillips, Consolidated Edison, Constellation Energy, Continental
Automotive Systems, Convergys, Corning, Corporate Executive Board, Corporate
Express US, Covidien, Cox Enterprises, Crown Castle, CSX, Cubic, Cullen/Frost
Bankers, CUNA Mutual, Curtiss-Wright, Cushman & Wakefield, CVS Caremark, ,
Daiichi Sankyo, Daimler Trucks North America, Dannon, Day & Zimmerman, DCP
Midstream, De Lage Landen Financial Services, Dean Foods, Delphi, Deluxe, DENSO,
Dentsply, Devon Energy, Diageo North America, Direct Energy, Discovery
Communications, Dispatch Broadcast Group - WBNS, Dominion Resources, Donaldson,
Dow Chemical, Dow Jones, Duke Energy, DuPont, Dynegy, , E.ON U.S., E.W. Scripps,
Eastman Chemical, Eastman Kodak , Eaton, eBay, Ecolab, EDS, Eisai, El Paso
Corporation, Electric Power Research Institute, Eli Lilly, Elsevier Science,
Embarq, EMC, EMCOR Group, Emerson, Enbridge Energy, Endo Pharmaceuticals,
Energen, Energy Future Holdings, Energy Northwest, Entergy, EPCO, Equifax,
Equity Office Properties, Erie Insurance, Ernst & Young, ESRI, Essilor of
America, Evening Post Publishing - KOAA, Evergreen Packaging, Exelon, Exterran,
ExxonMobil, , Fairchild Controls, Fannie Mae, FANUC Robotics America, Farmers
Group, Federal Home Loan Bank of San Francisco, Federal Reserve Bank of
Cleveland, Federal Reserve Bank of Dallas, Federal Reserve Bank of Philadelphia,
Federal Reserve Bank of San Francisco, Federal Reserve Bank of St. Louis,
Federal-Mogul, Ferrellgas, Ferrero USA, Fidelity Investments, Fifth Third
Bancorp, FINRA, Fireman's Fund Insurance, First Horizon National, FirstEnergy,
Fiserv, Fleetwood Enterprises, Flint Group USA, Fluor, Ford, Forest
Laboratories, Fortune Brands, Forum Communications - WDAY, Fox Networks Group,
FPL Group, Freddie Mac, Freedom Communications, Freeport-McMoRan Copper &
Gold, , G&K Services, Gannett, Gap, Gates, GATX, GE Healthcare, Genentech,
General Atomics, General Dynamics, General Mills, General Motors, Genworth
Financial, Genzyme, GEO Group, Getty Images, GlaxoSmithKline, Global Crossing,
Goodrich, Gorton's, Great-West Life Annuity, Greif, GS1, GTECH, Guaranty Bank,
Guardian Life, Guideposts, GXS, , H.B. Fuller, Hanesbrands, Hannaford, Harland
Clarke, Harley-Davidson, Harman International Industries, Harris, Harris Bank,
Harris Enterprises, Harry Winston, Hartford Financial Services, Hasbro, Hawaiian
Electric, Hayes Lemmerz, HBO, HCA Healthcare, Health Care Services, Health Net,
Healthways, Henry Schein, Hercules, Herman Miller, Hershey, Hertz, Hess,
Hewlett-Packard, Hexion Specialty Chemicals, HNI, HNTB, Hoffmann-La Roche,
Hologic, Honeywell, Hormel Foods, Hospira, Hot Topic, Houghton Mifflin, HSBC
North America, Hubbard Broadcasting, Humana, Hunt Consolidated, Huntington
Bancshares, Hyatt Hotels, , IAC/InterActive, IBM, IDACORP, Idearc Media, IDEX,
IKON Office Solutions, IMS Health, Independence Blue Cross, IndyMac, ING,
Integrys Energy Group, Intel, International Flavors & Fragrances,
International Game Technology, International Paper, Interstate Bakeries,
Invensys Controls, Invitrogen, ION Geophysical, Iron Mountain, Irvine Company,
Irving Oil, Irwin Financial, Itochu International, , J. Crew, J.C. Penney
Company, J.M. Smucker, J.R. Simplot, Jack in the Box, Jacobs Engineering, JEA,
JM Family, John Hancock, Johns-Manville, Johnson & Johnson, Johnson
Controls, Joint Commission, Jostens, Kaiser Foundation Health Plan, Kaman
Industrial Technologies, KCTS Television, Kellogg, Kennametal, Kerzner
International, KeyCorp, Kimberly-Clark, Kindred Healthcare, King
Pharmaceuticals, Kiplinger, KLA-Tencor, Knight, Koch Industries, Kohler, Kohl's,
Kroger, L.L. Bean, L-3 Communications, Lafarge North America, Land O'Lakes,
Leggett and Platt, Lenovo, Level 3 Communications, Levi Strauss, LexisNexis,
Lexmark International, LG Electronics USA, Liberty Mutual, Limited, Lincoln
Financial, Lockheed Martin, Loews, Logitech, LOMA, Longs Drug Stores, Lord,
Lorillard Tobacco, Lower Colorado River Authority, Luck Stone, M&T Bank,
Magellan Midstream Partners, Makino, Marathon Oil, Marriott International,
Marsh, Marshall & Ilsley, Martin Marietta Materials, Mary Kay, Masco,
Massachusetts Mutual, MasterCard, Mattel, Mazda North American Operations,
McClatchy, McDermott, McDonald's, McGraw-Hill, McKesson, MDS Pharma Services,
MDU Resources, MeadWestvaco, Medco Health Solutions, Media General, Medtronic,
Mellon Financial, Merck, Mercury Insurance, MessageLabs, Metavante Technologies,
MetLife, MetroPCS Communications, MGE Energy, Micron Technology, Microsoft,
Millennium Pharmaceuticals, Millipore, Mirant Corporation, MOL America, Molson
Coors Brewing, Monaco Coach, MoneyGram International, Monsanto, Morgan Murphy
Stations - WISC, Motorola, Mountain America, Mueller Water Products, Munich Re
America, Nalco, Nash-Finch, National CineMedia, National Geographic Society,
National Renewable Energy Laboratory, National Semiconductor, National Starch
& Chemical, Nationwide, Navistar International, NCCI Holdings, NCR, Neoris
USA, Nestle USA, New York Life, New York Power Authority, New York Times, Nicor,
NIKE, Nokia, Noranda Aluminum, Norfolk Southern, Nortel Networks, Northeast
Utilities, Northrop Grumman, NorthWestern Energy, Northwestern Mutual, Novartis
Consumer Health, Novartis Pharmaceuticals, Novo Nordisk Pharmaceuticals, Novus
Print Media Network, NRG Energy, NSTAR, NW Natural, NXP Semi-Conductor, Nycomed
US, Nypro, Oak Ridge National Laboratory, Occidental Petroleum, OGE Energy,
Omaha Public Power, Omnova Solutions, OneBeacon Insurance, Open Text, Optos
North America, Oshkosh Truck, Otter Tail, Owens Corning, Owens-Illinois, Pacific
Gas & Electric, Pacific Life, PacifiCorp, Panasonic of North America, Parker
Hannifin, Parsons, Pearson Education, People's Bank, Pepco Holdings,
PepsiAmericas, PepsiCo, PerkinElmer, PetSmart, Pfizer, Phillips-Van Heusen,
Phoenix Companies, Pinnacle West Capital, Pitney Bowes, PJM Interconnection,
Plexus, Plymouth Rock Assurance, PMC-Sierra, PMI Group, PNC Financial Services,
PNM Resources, PolyOne, Popular, Portland General Electric, Potash, PPG
Industries, PPL, Praxair, Principal Financial, Pro-Build Holdings, Progress
Energy, Progressive, Providence Health System, Prudential Financial, Public
Service Enterprise Group, Puget Energy, Pulte Homes, Purdue Pharma, QUALCOMM,
Quebecor World - US, Quintiles, Qwest Communications, R.R. Donnelley, Ralcorp
Holdings, Raley's Superstores, Rayonier, RBC Dain Rauscher, Reader's Digest,
Reed Business Information, Reed Elsevier, Reed Exhibitions, Regions Financial,
Reliant Resources, Revlon, Reynolds American, RF Micro Devices, RGA Reinsurance
Group of America, Rich Products, Rio Tinto, Robert Bosch, Roche Diagnostics,
Roche Palo Alto, Rockwell Automation, Rockwell Collins, Rohm and Haas,
Rolls-Royce North America, Ryder System, S.C. Johnson, Safety-Kleen Systems,
SAIC, Salt River Project, Sanofi Pasteur, Sanofi-Aventis, Sara Lee, Sarkes
Tarzian - KTVN, Sarkes Tarzian - WRCB, SAS Institute, SCA Americas, SCANA,
Schering-Plough, Schlumberger, Schneider Electric, Scholastic, Schreiber Foods,
Schurz - KYTV, Schurz - WAGT, Schwan's, Scotts Miracle-Gro, Seagate Technology,
Sealed Air, Securian Financial Group, Securitas Security Services USA, Sempra
Energy, SENCORP, Sensata Technologies, SES Global, Shaw Industries, Shell Oil,
Sherwin-Williams, Shire Pharmaceuticals, Siemens, Sigma-Aldrich, Sinclair
Broadcast Group, Sirius Satellite Radio, SLM, Smith & Nephew, Smiths
Detection, Smurfit-Stone Container, Sodexho, Solvay Pharmaceuticals, Sonoco
Products, Sony Corporation of America, Sony Ericsson Mobile Communications,
South Financial Group, Southern Company Services, Sovereign Bancorp, Spectra
Energy, Spirit AeroSystems, Springs Global US, Sprint Nextel, Stanford
University, Stantec, Staples, Starbucks, Starwood Hotels & Resorts, State
Farm Insurance, State Street, Steelcase, Sterling Bancshares, Stewart &
Stevenson, STP Nuclear Operating, SUEZ Energy North America, Sun Life Financial,
Sunbeam Television - WHDH, SunGard Data Systems, Sunoco, SunTrust Bank,
SuperValu Stores, SVB Financial, Swift Newspapers, Sybron Dental Specialties,
Syngenta Crop Protection, Synovus, Takeda Pharmaceutical, Targa Resources,
Target, Taubman Centers, TD Banknorth, TeleTech Holdings, Tellabs,
Temple-Inland, Tenet Healthcare, Tennessee Valley Authority, Teradata, Terex,
Terra Industries, Tesoro, Texas Instruments, Textron, Thomas & Betts,
Thomson Reuters Markets Division Americas, Thrivent Financial for Lutherans,
TIAA-CREF, Time Warner, Time Warner Cable, Timex, T-Mobile, Toro, Trane, Trans
Union, TransCanada, Travelers, Travelport, Tribune, Tupperware, Twin Cities
Public Television - TPT, Tyco Electronics, U.S. Bancorp, U.S. Foodservice, UCB,
UIL Holdings, Ulticom, Underwriters Laboratories, Unifi, Unilever United States,
Union Bank of California, Union Pacific, Uni-Select USA, UniSource Energy,
Unisys, United Airlines, United Rentals, United States Cellular, United
Technologies, United Water Resources, UnitedHealth, Unitil, Universal Studios
Orlando, University of Texas - M.D. Anderson Cancer Center, Univision
Communications, Unum Group, USAA, USG, Valero Energy, Vanguard, Verizon, Viacom,
Virgin Mobile USA, Visa USA, Visiting Nurse Service, Vistar, Visteon, Volvo
Group North America, Voyager Learning Company, Vulcan, Vulcan Materials,
Wachovia, Wackenhut Services, Walt Disney, Warnaco, Washington Mutual,
Washington Savannah River, Waste Management, Webster Bank, Wellcare Health
Plans, Wellpoint, Wells Fargo, Wendy's International, Westar Energy, Western
Digital, Westinghouse Electric, Whirlpool, Whole Foods Market, Williams
Companies, Wisconsin Energy, Wm. Wrigley Jr., Wolters Kluwer US, Wray Edwin -
KTBS, Wyeth, Wyndham Worldwide, Xcel Energy, Xerox, Yahoo!, Young Broadcasting -
KRON, Yum! Brands, Zale, Zimmer Holdings, Zurich North
America
U.S.
CDB General Industry Executive Database: Less
than $1 Billion: Advanced Medical Optics, Aerojet*, American Crystal
Sugar, Ameron, Anchor Danly*, Appleton Papers, Arysta LifeScience North
America*, Austria Microsystems*, Bush Brothers, CashNetUSA*, Chesapeake, Choice
Hotels International, Connell, Corporate Executive Board, Cubic, Endo
Pharmaceuticals, ESRI, G&K Services, GEO Group, Getty Images, GXS, HNTB, ION
Geophysical, Irvine Company, Kaman Industrial Technologies*, Lord, Luck Stone,
MDS Pharma Services*, Media General, MessageLabs*, Millennium Pharmaceuticals,
National CineMedia, Omnova Solutions, PMC Sierra, RF Micro Devices, SENCORP,
Sirius Satellite Radio, Stantec, Stewart & Stevenson, Ulticom, Underwriters
Laboratories, Unifi
$1
Billion to $3 Billion: Advanced Medical Optics, Alexander &
Baldwin, American Crystal Sugar, AMETEK, Ann Taylor Stores, Applera, Appleton
Papers, Arby's Restaurant Group, Arysta LifeScience North America*, Barr
Pharmaceuticals, Beckman Coulter, BIC*, Biogen Idec, Bio-Rad Laboratories,
Blyth, Bob Evans Farms, Bracco Diagnostics*, Brady, Burger King, Carpenter
Technology, CashNetUSA*, Catalent Pharma Solutions, Celgene, Cephalon, Ceridian,
Chesapeake, COACH, Convergys, Crown Castle, Cubic, Day & Zimmermann, Deluxe,
Dentsply, Discovery Communications, Donaldson, E.W. Scripps, Endo
Pharmaceuticals, Equifax, Exterran, Fleetwood Enterprises, Flint Group USA*,
G&K Services, GATX, General Atomics, GEO Group, Getty Images, Greif, GTECH*,
H.B. Fuller, Harland Clarke*, Hayes-Lemmerz, Hercules, Herman Miller, HNI,
Hospira, Houghton Mifflin, Hunt Consolidated, IDEX, IMS Health, International
Flavors & Fragrances, International Game Technology, Iron Mountain, Irvine
Company, J.M. Smucker, Jack in the Box, Jostens*, Kaman Industrial
Technologies*, Kennametal, Kerzner International, KLA-Tencor, Magellan Midstream
Partners, Makino*, Martin Marietta Materials, Mary Kay, McClatchy, MDS Pharma
Services*, Media General, Metavante Technologies, MetroPCS Communications,
Millipore, Monaco Coach, Mueller Water Products, National Semiconductor, New
York Times, Noranda Aluminum, Nypro, PerkinElmer, PolyOne, Purdue Pharma,
Quintiles, Ralcorp Holdings, Rayonier, Revlon, RF Micro Devices, Rich Products,
Safety-Kleen Systems, SAS Institute, Schreiber Foods, Scotts Miracle Gro,
Sensata Technologies, Shire Pharmaceuticals*, Sigma-Aldrich, Sirius Satellite
Radio, Smith & Nephew*, Springs Global US*, Stantec, Steelcase, Stewart
& Stevenson, TeleTech Holdings, Teradata, Terra Industries, Thomas &
Betts, Toro, Tupperware, Underwriters Laboratories, Uni-Select USA*, Vigin
Mobile USA, Vistar, Vulcan Materials, Wendy's International
$3
Billion to $6 Billion: Advanced Micro Devices, Agilent Technologies,
Agrium U.S*, Allergan, Alliant Techsystems, Armstrong World Industries, Avis
Budget Group, Barrick Gold of North America*, Beckman Coulter, Big Lots, Biogen
Idec, Blockbuster, Booz Allen Hamilton, Cameron International, Carlson
Companies, CB Richard Ellis Group, CH2M Hill, Chiquita Brands, COACH,
Convergys, Corning, Daiichi Sankyo*, Discovery Communications, Eastman Chemical,
Ecolab, Eisai*, Embarq, EMCOR Group, Essilor of America*, FANUC Robotics
America*, Fiserv, Forest Laboratories, Genzyme, Goodrich, Gorton's*, Greif,
Hanesbrands, Harley-Davidson, Harman International Industries, Harris, Henry
Schein, Hershey, HNI, Hormel Foods, Hospira, IAC/Interactive, IKON Office
Solutions, International Game Technology, Invensys Controls*, Iron Mountain,
J.R. Simplot, Jack in the Box, KLA-Tencor, Kohler, Leggett & Platt, Level 3
Communications, Longs Drug Stores, Mattel, McDermott, McGraw-Hill, Micron
Technology, Molson Coors Brewing, Nalco, Nash-Finch, New York Times, Nycomed
US*, Oshkosh Truck, Owens Corning, Parsons, PepsiAmericas, Pitney Bowes,
PolyOne, Potash*, Quebecor World - US*, Rich Products, Rockwell Automation,
Rockwell Collins, Ryder Systems, Schreiber Foods, Schwan's, Scotts Miracle Gro,
Sealed Air, Smith & Nephew*, Smiths Detection*, Sonoco Products, Spirit
AeroSystems , Starwood Hotels & Resorts, Steelcase, SunGard Data Systems,
Thomson Reuters Markets Division Americas*, Tribune , UCB*, Unisys, United
Rentals, United States Cellular, USG, Vistar, Vulcan Materials, Washington
Savannah River*, Western Digital, Wm. Wrigley Jr., Wyndham Worldwide, Zimmer
Holdings
$6
Billion to $10 Billion: Advanced Micro Devices, Agilent Technologies,
Agrium U.S*, Air Products and Chemicals, Applied Materials, Automatic Data
Processing, Avis Budget Group, Avon, Ball, Barrick Gold of North America*,
Baxter International, Blockbuster, Boehringer Ingelheim*, Boston Scientific,
Cameron International, Campbell Soup, CB Richard Ellis Group, Centex, Corning,
Corporate Express US*, Covidien, CSX, Eastman Chemical, eBay, Ecolab, Eisai*,
Embarq, EMCOR Group, Evergreen Packaging*, Federal-Mogul, Ferrero USA*, Fortune
Brands, Goodrich, Harley-Davidson, Henry Schein, Hertz, Hormel Foods, Hyatt
Hotels, IAC/Interactive, Jacobs Engineering, Kohler, Land O'Lakes, Longs Drug
Stores, Mattel, McDermott, McGraw-Hill, MeadWestvaco, Micron Technology, Molson
Coors Brewing, Norfolk Southern, Novo Nordisk Pharmaceuticals*, Nycomed US*,
Oshkosh Truck, Owens-Illinois, Parker Hannifin, Pitney Bowes, Potash*, PPG
Industries, Praxair, Pulte Homes, QUALCOMM, Quebecor World - US*, Reynolds
American, Rohm & Haas, Ryder Systems , S.C. Johnson, SAIC, Seagate
Technology, Securitas Security Services USA*, Sherwin-Williams, Smurfit-Stone
Container, Starbucks, Starwood Hotels & Resorts, Sybron Dental Specialties*,
Syngenta Crop Protection*, Takeda Pharmaceutical*, Terex, Thomson Reuters
Markets Division Americas*, Trane, UCB*, Unisys, USG, Visteon, Wackenhut
Services*, Washington Savannah River*, Western Digital, Wm. Wrigley Jr., Yum!
Brands
$10
Billion to $20 Billion: ACH Food*, Air Products and
Chemicals, Alstom Power*, American Airlines*, Amgen, Applied Materials, ARAMARK,
Avon, Baxter International, Boehringer Ingelheim*, Bombardier Transportation*,
Bovis Lend Lease*, Bristol-Myers Squibb, Burlington Northern Santa Fe, CHS,
Colgate-Palmolive, Corporate Express US*, Covidien, Cox Enterprises , CSX,
Dannon*, Dean Foods, Diageo North America*, Eaton, EDS, Eli Lilly, Emerson,
Evergreen Packaging*, Fluor, Fortune Brands, Freeport-McMoRan Copper & Gold,
Gap, Genentech, General Mills, Hertz, International Paper, Itochu
International*, J.C. Penney Company, JM Family, Kellogg, Kimberly-Clark, L-3
Communications, Land O'Lakes, Lenovo, Lorillard Tobacco*, Marriott
International, Masco, McDonald's, Medtronic, MOL America*, National Starch &
Chemical*, Neoris USA*, NIKE, Norfolk Southern, Novus Print Media Network*,
Occidental Petroleum, Parker Hannifin, PPG Industries, Praxair, Pulte Homes,
QUALCOMM, Qwest Communications, R.R. Donnelley, Reynolds American, Rohm &
Haas, Rolls-Royce North America*, SAIC, Sara Lee, SCA Americas*,
Schering-Plough, Seagate Technology, Securitas Security Services USA*, Sodexho*,
Solvay Pharmaceuticals*, Staples, Starbucks, Sybron Dental Specialties*,
Syngenta Crop Protection*, Takeda Pharmaceutical*, Terex, Texas Instruments,
Textron, Timex, Tyco Electronics, U.S. Foodservice, Union Pacific, United
Airlines, Viacom, Visteon, Wackenhut Services*, Waste Management, Whirlpool,
Wyeth, Xerox, Yum! Brands
Greater
than $20 Billion: 3M, 7-Eleven*, Abbott Laboratories, Alcoa, Altria Group,
American Airlines*, Archer Daniels Midland, AstraZeneca, AT&T, BAE Systems*,
Bayer CropScience*, Bayer*, Boeing, Bombardier Transportation*, Bristol-Myers
Squibb, Bunge, Cardinal Health, Cargill , Caterpillar, Chrysler, CHS, CITGO
Petroleum, Coca-Cola, Continental Automotive Systems, CVS Caremark, Daimler
Trucks North America*, Dannon*, DENSO International America*, Dow Chemical,
DuPont, EDS, Eli Lilly, Emerson, Fairchild Controls*, Ford, GE Healthcare*,
General Dynamics , General Motors, GlaxoSmithKline, HBO*, Hess, Hewlett-Packard,
Hoffmann-La Roche*, Honeywell, IBM, Intel, International Paper, Itochu
International*, J.C. Penney Company, Johns-Manville*, Johnson & Johnson ,
Johnson Controls, Kimberly-Clark, Koch Industries, Lafarge North America*, LG
Electronics USA*, Lockheed Martin, Lorillard Tobacco*, Mazda North American
Operations*, McDonald's, McKesson, Medco Health Solutions, Merck, MOL America*,
Motorola, National Starch & Chemical*, Neoris USA*, Nestlé USA*, Nokia*,
Northrop Grumman, Novartis Consumer Health*, Occidental Petroleum, Panasonic of
North America*, PepsiCo, Rio Tinto*, Robert Bosch*, Roche Diagnostics*, Roche
Palo Alto*, Sanofi-Aventis, Sanofi-Pasteur*, Schlumberger, Schneider Electric*,
Shaw Industries*, Siemens*, Sodexho*, Sony Corporation of America*, Sprint
Nextel, Staples, Sunoco, Target, Time Warner, Time Warner Cable*, T-Mobile*,
U.S. Foodservice, Unilever United States*, United Airlines, United Technologies,
Universal Studios Orlando*, Valero Energy, Verizon , Volvo Group North America*,
Walt Disney, Whirlpool, Wyeth, Xerox
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2 BELOW. | Please
mark your votes as indicated in this example |
ý | |
|
1.
|
ELECTION OF
DIRECTORS Nominees: |
FOR ALL o |
WITHHOLD FOR ALL o |
*EXCEPTIONS o |
FOR o |
AGAINST o |
ABSTAIN o |
||||||||||||
|
2.
|
PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP as the independent registered accounting firm of the Corporation | ||||||||||||||||||
| 01 W.B.
Baird 02 M.J. Chun 03 W.A. Doane |
04 W.A.
Dods, Jr. 05 C.G. King 06 C.H. Lau |
07 D.M.
Pasquale 08 M.G. Shaw 09 J.N. Watanabe |
3.
|
In their discretion on such other matters as properly may come before the meeting or any adjournments or postponements thereof. | |||||||||||||||
| (INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the “Exceptions” box above and write that nominee’s name in the space provided below.) | |||||||||||||||||||
|
THIS
PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER
MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
PLEASE SIGN, DATEAND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. |
|||||||||||||||||||
| *Exceptions | |||||||||||||||||||
| Mark
Here for Address Change SEE REVERSE |
o
|
||||||||||||||||||
| Signature | Signature | Date | |||||||||||||||||
| NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. | |||||||||||||||||||
|
|
| Ù FOLD AND DETACH HERE Ù |
WE ENCOURAGE
YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to the annual meeting day.
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to the annual meeting day.
 |
INTERNET
http://www.proxyvoting.com/axb Use the
Internet to vote your proxy. Have your proxy card in hand when you access
the web site.
|
|
|
OR
|
||
|
TELEPHONE
1-866-540-5760 Use any
touch-tone telephone to vote your proxy. Have your proxy card in hand when
you call.
|
||
|
If you
vote your proxy by Internet or by telephone, you do NOT need to mail back
your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. |
||
|
Important notice regarding the
Internet availability of proxy materials for the Annual Meeting of
shareholders The Proxy Statement and the 2008 Annual Report to
Stockholders are available at: http://bnymellon.mobular.net/bnymellon/axb
|
|
|
822 Bishop
Street, Honolulu, Hawaii 96813
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 30, 2009
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 30, 2009
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints W. A. Doane, W. A. Dods, Jr., and M.
G. Shaw, and each of them, proxies with full power of
substitution, to vote the shares of stock of Alexander & Baldwin, Inc.,
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Corporation to be held on Thursday, April 30, 2009, and at any
adjournments or postponements thereof, on the matters set forth in the Notice of
Meeting and Proxy Statement, as follows:
| BNY
MELLON SHAREOWNER SERVICES P.O. BOX 3550 SOUTH HACKENSACK, NJ 07606-9250 |
|||
| Address
Change (Mark the corresponding box on the reverse side) |
|||
| (Continued and to be marked, dated and signed, on the other side) | |||
|
|
| Ù FOLD AND DETACH HERE Ù |
You can now access your Alexander
& Baldwin, Inc. account online.
Access your Alexander & Baldwin, Inc. shareholder account online via
Investor ServiceDirect® (ISD).
The transfer
agent for Alexander & Baldwin, Inc., now makes it easy and convenient to get
current information on your shareholder account.
| • View
account status • View certificate history • View book-entry information |
• View payment history for dividends • Make address changes • Obtain a duplicate 1099 tax form • Establish/change your PIN |
Visit us on the web at
http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
www.bnymellon.com/shareowner/isd
Investor ServiceDirect®
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-454-0477
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
www.bnymellon.com/shareowner/isd
Investor ServiceDirect®
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-454-0477
| Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.bnymellon.com/shareowner/isd where step-by-step instructions will prompt you through enrollment. |