                            RECOMMENDED FOR FULL-TEXT PUBLICATION
                                 Pursuant to Sixth Circuit Rule 206
                                       File Name: 07a0288p.06

                    UNITED STATES COURT OF APPEALS
                                   FOR THE SIXTH CIRCUIT
                                     _________________


                                                     X
                               Plaintiff-Appellant, -
 SHONTA MICHAEL,
                                                      -
                                                      -
                                                      -
                                                          No. 06-5750
          v.
                                                      ,
                                                       >
 CATERPILLAR FINANCIAL SERVICES CORPORATION,          -
                              Defendant-Appellee. -
                                                     N
                      Appeal from the United States District Court
                    for the Middle District of Tennessee at Nashville.
                    No. 05-00177—Aleta A. Trauger, District Judge.
                                       Argued: June 7, 2007
                                Decided and Filed: July 31, 2007
                  Before: CLAY, GILMAN, and McKEAGUE, Circuit Judges.
                                       _________________
                                            COUNSEL
ARGUED: Bradley W. Eskins, ESKINS KING, Memphis, Tennessee, for Appellant. Joseph S.
Turner, SEYFARTH SHAW LLP, Chicago, Illinois, for Appellee. ON BRIEF: Michael C.
Skouteris, SKOUTERIS & MAGEE, PLLC, Memphis, Tennessee, for Appellant. Joseph S. Turner,
Jason M. Torres, SEYFARTH SHAW LLP, Chicago, Illinois, for Appellee.
                                       _________________
                                           OPINION
                                       _________________
        RONALD LEE GILMAN, Circuit Judge. Shonta Michael, an African-American employee
of Caterpillar Financial Services Corporation, filed this employment-related action arising out of a
disciplinary episode that began in late January of 2004. At that time, Caterpillar management placed
Michael on a 90-day performance plan in response to various complaints lodged against her.
Michael alleges that Caterpillar (1) discriminated against her by taking disciplinary action based on
unfounded complaints, (2) retaliated against her for raising complaints of her own, and (3) created
a racially hostile work environment. The district court granted summary judgment in favor of
Caterpillar regarding all of Michael’s claims. For the reasons set forth below, we AFFIRM the
judgment of the district court.




                                                 1
No. 06-5750          Michael v. Caterpillar Financial Services Corp.                         Page 2


                                       I. BACKGROUND
A.     Factual background
       This case arises primarily from a conflict that Michael experienced with a manager at
Caterpillar named Patricia Henry, who had recently replaced Michael’s prior manager, Holly
Tomlinson. Henry and Caterpillar insist that the conflict and subsequent disciplinary measures came
about solely because of issues with Michael’s performance, whereas Michael asserts that Caterpillar
engaged in race-based discrimination, retaliation, and harassment.
        Michael began working for Caterpillar in August of 1997, just after graduating from college.
In September of 2003, she accepted a transfer from Caterpillar’s Peoria, Illinois office to its
Nashville, Tennessee facility to become an asset manager in the accounting department. Her new
position required her to supervise two other employees: James Gooden, a Caucasian, and Pam
McGhee, an African-American. Adrena Holland, an African-American, later replaced McGhee as
a temporary employee during McGhee’s maternity leave. Similarly, Tomlinson initially served as
Michael’s immediate supervisor, but she was subsequently replaced by Henry, another cost-
accounting manager, effective January 13, 2004. Both Tomlinson and Henry reported directly to
Financial Accounting Manager Diane Rezaii. Tomlinson, Henry, and Rezaii are all Caucasian.
        On or around December 13, 2003, Rezaii held a meeting with Henry, Tomlinson, and
Michael to discuss the status of work in the accounting department. Rezaii claims that Michael
arrived late to this meeting; Michael responds by saying only that she cannot recall the meeting.
       1.      Michael’s performance evaluation
        On January 8, 2004, Michael met with Tomlinson to review a written performance evaluation
of Michael. The evaluation generally rated her quite favorably. It noted that “[s]he seems to have
a good report [sic] with her staff,” but also listed “developing others” and “managing performance”
as an “opportunity for development” rather than a “strength.” At the same meeting, Michael
received an “Eye on Quality Award” worth $50 that recognized her for excelling in “customer
service” and for the qualities of “responsibility,” “care for others,” and “exceeding expectations.”
Although Tomlinson asserts that she informed Michael during the meeting that she needed to do a
better job of attending meetings on time, Michael disputes that this occurred.
       Following this performance review, a second meeting among Michael, Henry, and Rezaii
was held on January 14, 2004. Both Henry and Razaii claim that Michael was again late to the
meeting, but this is disputed by Michael.
       2.      Michael’s absence and Gooden’s complaint, both on January 16
        Michael admits that on January 16, 2004 she worked from home rather than coming in to her
office in Nashville. She had allegedly worked late the previous night and then woke up early the
next morning, all in order to complete a time-sensitive year-end report that she had been assigned
to produce. According to Michael, Tomlinson had implicitly authorized her to work from home by
stating the she should “do what she had to do” to complete the report. Michael conceded in her
deposition, however, that Tomlinson had not specifically authorized her to work from home that day,
saying that “[s]he never gave me direct authorization, not in those words.”
        During the course of that day, Michael’s online calendar listed her as “busy.” She responded
to emails from Henry, but did not disclose that she was working from home. According to Michael,
she began working from home early in the morning, and continued working and sending emails until
2:00 or 3:00 p.m. After realizing at some point during the day that Michael was not in the office,
No. 06-5750           Michael v. Caterpillar Financial Services Corp.                          Page 3


Henry contacted Tomlinson to ask whether she had given Michael permission to work from home.
Tomlinson informed Henry that she had not given Michael such authorization.
        Also on January 16, 2004, Gooden, one of Michael’s subordinates, complained about
Michael’s management style to Rezaii. According to Rezaii, Gooden asserted that he felt degraded
by Michael because she would make him perform personal errands such as bringing her water,
retrieving paper off the printer, or picking up lunch for Michael at Captain D’s restaurant. Michael
disputes the substance of the allegations, but she does not contest the fact that Gooden indeed lodged
a complaint. Gooden also complained to Rezaii that Michael made a practice of calling McGhee
and Holland, Michael’s other two subordinates, at home—sometimes as early as 5:00 a.m. Michael
does not deny this specifically, but objects to the allegation as hearsay. When asked in her
deposition if she felt that calling a subordinate at home at that hour of the morning was reasonable,
she replied that it was. Rezaii relayed Gooden’s concerns over Michael’s management both to
Henry and to Senior Human Resources Generalist Jackie Sweeney, who said that she would
investigate the complaints.
       3.      January 20 meeting between Michael and Henry
       Caterpillar employees observed the Martin Luther King, Jr. holiday on January 19, 2004, so
the next working day after January 16 fell on January 20. The events of that day are the basis for
the bulk of Michael’s claims. On the morning of January 20, Henry scheduled an 11:00 a.m.
meeting with Michael. Henry asserts that one of the purposes of the meeting was to discuss
Michael’s unauthorized absence on January 16, but Michael disputes this, stating that her
understanding was that the meeting was solely to discuss business-related matters. Michael
acknowledges that, at 11:05 a.m., she had not yet arrived at Henry’s office for their scheduled
meeting. Instead, Henry located Michael at another meeting that had run over. Henry asked
Michael at that point when she planned to arrive for their 11:00 a.m. meeting. According to
Michael, Henry voiced this inquiry “in a very aggressive tone” that “rudely interrupted” the meeting
Michael was then attending. Michael replied that she would meet with Henry in five minutes.
McGhee and Holland, who saw Henry looking for Michael, reported that Henry appeared angry at
the time.
        Michael testified in her deposition that she arrived at Henry’s office at approximately
11:15 a.m. What transpired next is the subject of dispute between the parties. Michael asserts that
she began the meeting by apologizing for being late, but that “Ms. Henry became very aggressive,
started saying yeah yeah you are going to be sorry . . . then pointed a finger in Ms. Michael’s face
and got so close to Ms. Michael that she could smell the nicotine from her cigarettes on her breath.”
According to Michael, Henry then “started jumping up and down in her chair saying you are going
to pay no matter what.”
       At that point, Michael allegedly told Henry that she did not feel comfortable in the meeting
and requested that a third party from human resources be called to join them. Henry purportedly
complied with this request by contacting Sweeney, but was only able to leave a message for her.
Michael testified in her deposition that she then left the room because she “felt threatened, felt like
Ms. Henry wanted to physically harm her, felt nervous and uncomfortable.”
       Henry’s account of the meeting differs significantly. She asserts that Michael was the
aggressor, raising her voice during the meeting, refusing to answer questions, slapping her hand on
Henry’s desk, interrupting Henry, and criticizing her management skills.
       Following the meeting, both Michael and Henry contacted Caterpillar’s human resources
department. Michael lodged a complaint describing Henry’s behavior as noted above, but made no
mention of any race-based discriminatory animus. Henry, too, proceeded directly to human
resources and reported what she viewed as Michael’s inappropriate behavior.
No. 06-5750           Michael v. Caterpillar Financial Services Corp.                         Page 4


       4.      Sweeney’s investigation
       At some point on January 20, 2004, Sweeney began investigating both Michael’s and
Henry’s separate complaints regarding the confrontational meeting, as well as Gooden’s earlier
complaint concerning Michael’s management style. Among those interviewed by Sweeney was a
Caterpillar employee named John Jubert, who sat two cubicles away from Henry’s office. Jubert
told Sweeney that Michael was standing and screaming during the meeting, and that, at one point,
he thought Michael might physically strike Henry. He also reported to Sweeney that Henry calmly
asked Michael to leave her office on several occasions, but that Michael refused and continued to
scream at Henry. Michael disputes this account as reported by Sweeney, and objects to it as hearsay.
None of the other employees seated near Henry’s office professed any knowledge of the meeting.
        Sweeney’s investigation of Gooden’s complaint about Michael included interviews with all
of Michael’s subordinates. McGhee, one such subordinate, informed Sweeney that Michael was
very demanding and would call her throughout the day, which made it difficult for McGhee to
complete her tasks. She said that she had heard of Michael asking others to perform personal tasks,
but that she had never been so asked. Holland, another of Michael’s subordinates, reported to
Sweeney that she had never been managed in the way that Michael managed her, and that she was
ready to quit because of the pressure Michael placed on her. Michael objects to both of these
statements as hearsay evidence.
        In addition to interviewing Michael’s subordinates, Sweeney spoke with other Caterpillar
employees regarding their interactions with Michael. Steve Elsesser, the controller for the Nashville
office, informed Sweeney that Michael had been a “challenge” to work with because she was
frequently late to meetings, sometimes interrupted others during meetings, and had difficulty
completing tasks on time. Sweeney also spoke with Roland Moseley, a business and asset manager
in the accounting department, who noted that Michael failed to attend several scheduled training
sessions and that, when she did attend, she often arrived late.
       The next day, January 21, 2004, Michael met separately with both Rezaii and Elsesser. She
expressed to both her belief that Henry had mistreated her, but according to Rezaii and Elsesser,
Michael did not specifically assert that she had been discriminated against. Michael claims in
response only that she “tried” to tell both about Henry’s “discriminatory type of behavior,” but was
unable to do so. On or about January 22, 2004, Michael also spoke with Human Resources
Specialist Carla Alexander and specifically alleged that Henry’s conduct was racially motivated.
       5.      Disciplinary actions
        Michael met with Rezaii and Sweeney on January 22, 2004. During the meeting, Rezaii
explained that both the human resources department and upper management were still investigating
the situation and were considering their options. Rezaii said that these options included termination,
adding that Michael “should be happy to have a job.” Michael was told to take paid administrative
leave pending the investigation and to report for work on Monday. Rezaii also asked Michael to
return her company-issued laptop computer.
        The following Monday, January 26, 2004, Michael again met with Rezaii and Sweeney. At
this second meeting, Rezaii explained to Michael that she had the option of either staying at her
current position and being placed on a 90-day “Step 1 Performance Plan” or accepting a lateral
assignment to a different position that involved the same pay and benefits. Michael notified Rezaii
by email on Wednesday, January 28 that she would accept the first option and stay in her current
position on a 90-day performance plan.
       Michael next met with Rezaii and Henry on Thursday, January 29, 2004 to discuss her
performance plan. The performance plan identified seven areas in which Michael needed to improve
No. 06-5750           Michael v. Caterpillar Financial Services Corp.                           Page 5


over the following 90 days, including notifying management if she would not be in the office,
improving her timely attendance at business meetings, refraining from treating her staff as personal
assistants, and refraining from contacting her staff outside of normal business hours.
       According to the plan, Henry and Michael were scheduled to meet on a weekly basis so that
Henry could track Michael’s progress. Michael’s performance in the targeted areas would be
reviewed and, if significant improvement was not shown, further disciplinary action could occur.
Michael characterizes Henry’s actions in reviewing her performance during this period as
“undermining her authority by going behind her back and asking her employees’ [sic] questions
regarding Ms. Michael’s performance.” This conduct prompted Michael to file an additional
complaint against Henry with the human resources department.
       6.      Caterpillar’s reorganization and Michael’s transfer
       Michael successfully completed the performance plan in April of 2004. In June of 2004,
Caterpillar reorganized its information technology (IT) department. As a result of the
reorganization, Michael retained many of her duties, but was no longer responsible for IT asset
management. This meant that she no longer supervised any subordinates. Her job title changed
from Business and Asset Manager to Financial Analyst, but her salary and benefits remained the
same.
         Also in June of 2004, Henry contacted Michael to inform her that a manager at Caterpillar’s
facility in Griffin, Georgia had specifically asked about the possibility of Michael transferring there.
Michael stated in her deposition that she was “surprised” and “happy” to receive this news. She
accepted the offer and transferred to Georgia to become an engineering staff accountant with a 3%
pay increase. Approximately one year later, Michael was promoted to the position of accounting
supervisor. She now earns a significantly higher salary than she did in Nashville.
        Michael asserts that the stress caused by the allegedly discriminatory employment situation
in Nashville played a role in her subsequent breakup with her boyfriend, caused her to miscarry her
child, and resulted in post-traumatic stress disorder. She also contends that, as a result of
Caterpillar’s actions, she has experienced sleepless nights, hair loss, weight loss, and a personality
change.
B.      Procedural background
        Michael filed a complaint with the Equal Employment Opportunity Commission (EEOC)
on January 23, 2004, the day after she was placed on paid administrative leave, alleging that
Caterpillar had discriminated against her. The EEOC investigated her claim and, in September of
2004, mailed a Notice of Determination to Michael, concluding that a hostile work environment
existed at Caterpillar for black employees, and that Michael was treated less favorably than other
managers facing complaints lodged by subordinates. In December of 2004, after failing to reach an
agreement between the parties, the EEOC issued Michael a “right-to-sue” letter.
        Michael filed the present action in March of 2005. Her complaint alleges that Caterpillar
racially discriminated against her, retaliated against her because of the complaints that she had filed,
and created a hostile work environment, all in violation of Title VII of the Civil Rights Act of 1964,
42 U.S.C. § 2000e et seq.; § 1981 of the Civil Rights Act of 1991, 42 U.S.C. § 1981; and the
Tennessee Human Rights Act (THRA), Tenn. Code. Ann. § 4-21-101, et seq. The district court
granted summary judgment in favor of Caterpillar on all of Michael’s claims. This timely appeal
followed.
No. 06-5750           Michael v. Caterpillar Financial Services Corp.                           Page 6


                                           II. ANALYSIS
A.      Standard of review
        We review a district court’s grant of summary judgment de novo. Int’l Union v. Cummins,
Inc., 434 F.3d 478, 483 (6th Cir. 2006). Summary judgment is proper where there exists no genuine
issue of material fact and the moving party is entitled to judgment as a matter of law. Fed. R. Civ.
P. 56(c). In considering a motion for summary judgment, the district court must construe all
reasonable inferences in favor of the nonmoving party. Matsushita Elec. Indus. Co. v. Zenith Radio
Corp., 475 U.S. 574, 587 (1986). The central issue is “whether the evidence presents a sufficient
disagreement to require submission to a jury or whether it is so one-sided that one party must prevail
as a matter of law.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 251-52 (1986).
B.      Racial discrimination
         In the absence of direct evidence of racial discrimination, Michael presented her
circumstantial evidence through the burden-shifting framework established by the Supreme Court
in McDonnell Douglas Corp. v. Green, 411 U.S. 792 (1973). Michael bears the initial burden under
that framework of demonstrating the prima facie elements of her Title VII claim. Carter v.
University of Toledo, 349 F.3d 269, 273 (6th Cir. 2003) (assuming that the plaintiff had met her
initial burden by establishing a prima facie case for her Title VII race-discrimination claim). If she
succeeds, this “creates a rebuttable presumption of discrimination, and the burden then shifts to the
defendant to articulate a legitimate, nondiscriminatory reason for taking the challenged employment
action.” Id. Only if Caterpillar meets this obligation does the burden shift back to the Michael to
“then prove that the proffered reason was actually a pretext to hide unlawful discrimination.” See
id.
        The burden-shifting framework applies to all of Michael’s statutory causes of action under
Title VII, § 1981, and the THRA. See Newman v. Fed. Express Corp., 266 F.3d 401, 406 (6th Cir.
2001) (applying the McDonnell Douglas framework to claims under these three acts). In order to
establish a prima facie case, Michael must show that she (1) is a member of a protected group,
(2) suffered an adverse employment action, (3) was qualified for the position, and (4) was replaced
by a person outside of the protected class or was treated differently from similarly situated members
of the unprotected class. See Warfield v. Lebanon Corr. Inst., 181 F.3d 723, 728-29 (6th Cir. 1999).
        The district court determined that Michael’s race-discrimination claim failed on the ground
that she had not raised a genuine issue of material fact as to whether she had suffered an adverse
employment action. An adverse employment action in the context of a Title VII discrimination
claim is a “materially adverse change in the terms or conditions of employment because of the
employer’s actions.” Allen v. Michigan Dept. of Corr., 165 F.3d 405, 410 (6th Cir. 1999) (quotation
marks omitted).
        In the recent case of Burlington Northern and Santa Fe Railway Co. v. White, 126 S. Ct.
2405, 2415 (2006), the Supreme Court expanded this court’s prior definition of a “materially adverse
employment action” in the context of a retaliation claim. The Court in Burlington Northern went
to great lengths, however, to distinguish both the text and purpose of Title VII’s anti-retaliation
provision (§ 704(a)) from its anti-discrimination provision (§ 703(a)). Id. at 2411-13 (concluding
that “the anti-retaliation provision, unlike the substantive provision, is not limited to discriminatory
actions that affect the terms and conditions of employment”). Consequently, Burlington Northern
did not alter this court’s understanding of a materially adverse employment action in the § 703(a)
anti-discrimination context. See, e.g., Watson v. City of Cleveland, 202 F. App’x 844, 853-55 (6th
Cir. 2006) (analyzing an employee’s discrimination claim under the standard formulation of a
materially adverse employment action, but applying Burlington Northern’s expanded definition to
No. 06-5750           Michael v. Caterpillar Financial Services Corp.                            Page 7


the employee’s retaliation claim). As set forth in Ford v. General Motors Corp., 305 F.3d 545, 553
(6th Cir. 2002),
       [a] materially adverse change in the terms and conditions of employment must be
       more disruptive than a mere inconvenience or an alteration of job responsibilities.
       A materially adverse change might be indicated by a termination of employment, a
       demotion evidenced by a decrease in wage or salary, a less distinguished title, a
       material loss of benefits, significantly diminished material responsibilities, or other
       indices that might be unique to a particular situation.
         Most of Caterpillar’s alleged actions against Michael fall outside of this definition. The
initial confrontation between Michael and Henry, in which harsh words were exchanged, does not
amount to a materially adverse action. See Trepka v. Bd. of Educ., 28 F. App’x 455, 461 (6th Cir.
2002) (holding that a “contentious oral confrontation” involving “stern words” did not amount to
harassment, let alone to a materially adverse employment action). Nor did the requirement that
Michael turn in her laptop computer or her brief placement on paid administrative leave constitute
materially adverse actions. See, e.g., Adair v. Charter County of Wayne, 452 F.3d 482, 490 (6th Cir.
2006) (requiring police officers to turn in their pagers is not an adverse employment action), cert.
denied, 127 S. Ct. 1828 (2007); Peltier v. United States, 388 F.3d 984, 988 (6th Cir. 2004) (holding
that an employee’s placement on paid administrative leave pending the outcome of an investigation
is not an adverse employment action).
         Of all the actions that Michael alleges, her placement on a 90-day performance plan after she
had returned from administrative leave comes the closest to meeting the above definition of a
materially adverse employment action. Although the plan was temporary and Michael completed
it successfully, this court has previously rejected the rule that only “ultimate employment decisions,”
such as hirings, firings, promotions, and demotions, can be materially adverse for the purpose of a
Title VII retaliation or discrimination claim. See White v. Burlington N. & Santa Fe Ry. Co., 364
F.3d 789, 801 (6th Cir. 2004) (en banc) (holding that an employee’s suspension without pay for over
a month was materially adverse for the purpose of her retaliation claim even though she was later
restored to her position with back pay, and reasoning that the same standard should apply to both
retaliation and discrimination claims), aff’d on other grounds, 126 S. Ct. at 2415 (ruling that an even
lower standard for material adversity applies in the context of retaliation claims). But cf. Agnew v.
BASF Corp., 286 F.3d 307, 310-11 (6th Cir. 2002) (determining, in the context of a state-law
discrimination case employing the McDonnell-Douglas framework, that placement on a
performance-improvement plan did not constitute a constructive discharge and thus was not an
adverse employment action for the purpose of establishing a prima facie case of discrimination).
        The specifics of Michael’s performance plan create significant doubt about whether it was
in fact materially adverse. Indeed, most of the plan requirements simply called for Michael to
refrain from engaging in certain unreasonable practices, such as treating her subordinates like
personal assistants, calling them at home outside of normal business hours, and failing to notify her
supervisors when she would be out of the office for the day. The plan did not otherwise significantly
alter Michael’s responsibilities, pay, or work hours, although it did entail monitoring her
compliance. See Kocsis v. Multi-Care Mgmt., Inc., 97 F.3d 876, 885 (6th Cir. 1996) (reaffirming
that “reassignments without salary or work hour changes do not ordinarily constitute adverse
employment decisions in employment discrimination claims”).
         Ultimately, however, we need not decide whether Michael’s performance plan constituted
a materially adverse action in the context of her discrimination claim. As addressed in Part II.C.2.
below, even assuming that the performance plan constituted a materially adverse action and that
Michael established the remaining elements of a prima facie discrimination case, she has failed to
raise a genuine issue of material fact concerning whether Caterpillar’s proffered legitimate reasons
No. 06-5750           Michael v. Caterpillar Financial Services Corp.                              Page 8


for the various disciplinary actions taken against her were a pretext to mask either unlawful
discrimination or retaliation.
C.     Retaliation
        Michael’s second claim asserts that Caterpillar retaliated against her for complaining that
the discipline she received was based on her race. She first complained about Henry’s behavior to
Caterpillar’s human resources department on January 20, 2004. At that time, she did not specifically
state her belief that Caterpillar’s actions were motivated by race. On or about January 22, however,
she indisputably asserted at another meeting with the department her belief that the treatment she
received was racially motivated. The following day, on January 23, she filed an EEOC complaint
against Caterpillar in which she again alleged racism. We therefore conclude, viewing the facts in
the light most favorable to Michael, that Caterpillar was aware of Michael’s protected complaints
of racism no later than January 22, 2004.
       The prima facie elements of a retaliation claim are similar but distinct from those of a
discrimination claim. To establish her prima facie case, Michael must show that
       (1) she engaged in activity protected by Title VII; (2) this exercise of protected rights
       was known to defendant; (3) defendant thereafter took adverse employment action
       against the plaintiff, or the plaintiff was subjected to severe or pervasive retaliatory
       harassment by a supervisor; and (4) there was a causal connection between the
       protected activity and the adverse employment action or harassment.
Morris v. Oldham County Fiscal Court, 201 F.3d 784, 792 (6th Cir. 2000) (emphasis omitted). As
noted above, the Supreme Court recently held that a plaintiff’s burden of establishing a materially
adverse employment action is less onerous in the retaliation context than in the anti-discrimination
context. Burlington Northern, 126 S. Ct. at 2415. A materially adverse employment action in the
retaliation context consists of any action that “well might have dissuaded a reasonable worker from
making or supporting a charge of discrimination.” Id. (quotation marks omitted).
         This more liberal definition permits actions not materially adverse for purposes of an anti-
discrimination claim to qualify as such in the retaliation context. See, e.g., id. at 2415-16 (noting
that a supervisor’s failure to invite an employee to lunch could, under certain circumstances, amount
to materially adverse retaliation action); Halfacre v. Home Depot, U.S.A., Inc., 221 F. App’x 424,
432 (6th Cir. 2007) (remanding for reconsideration, in light of Burlington Northern, whether
assigning the plaintiff a poor performance-evaluation score constituted an adverse employment
action for the purpose of setting forth a retaliation claim). The retaliatory actions alleged by
Michael, including her brief placement on paid administrative leave and the 90-day performance
plan, appear to meet this relatively low bar.
         This leaves only the requisite fourth and final element of a prima facie case—showing a
causal connection. “To establish a causal connection, a plaintiff must proffer evidence sufficient
to raise the inference that her protected activity was the likely reason for the adverse action.” Dixon
v. Gonzales, 481 F.3d 324, 333 (6th Cir. 2007) (quotation marks omitted). “Although temporal
proximity itself is insufficient to find a causal connection, a temporal connection coupled with other
indicia of retaliatory conduct may be sufficient to support a finding of a causal connection.”
Randolph v. Ohio Dep’t of Youth Servs., 453 F.3d 724, 737 (6th Cir. 2006).
         Michael’s best argument for a causal connection between the adverse actions she alleged and
the internal complaint she filed with Caterpillar’s human resources department relies on (1) the two-
day proximity between her initial complaint and Caterpillar’s instigation of disciplinary action,
(2) the fact that she had recently received a positive evaluation and an award indicating better-than-
satisfactory job performance, (3) the fact that Henry, who also was the subject of a complaint,
No. 06-5750           Michael v. Caterpillar Financial Services Corp.                          Page 9


suffered no disciplinary action, and (4) Michael’s claim that Caterpillar violated an internal company
policy by taking disciplinary action against her without first providing her written notice of the
underlying complaints. These facts, in our opinion, are sufficient to satisfy the final element of
causation. Consequently, we conclude that Michael established a prima facie case for her retaliation
claim. We nonetheless conclude that her retaliation claim fails because Caterpillar has shown
legitimate, nonretaliatory reasons for its actions, which Michael has been unable to rebut with proof
that raises a genuine issue of material fact as to whether those reasons were pretextual. Caterpillar’s
actions and its proffered nondiscriminatory explanations are more fully analyzed below.
       1.      Michael’s placement on paid administrative leave
         As mentioned above, Michael attended a meeting with Rezaii and Sweeney on January 22,
2004, at which time Michael was placed on two days of paid administrative leave and was required
to turn in her laptop computer. Rezaii explained in her deposition that this action was taken due to
the pending investigation of the complaints by both Gooden and Henry concerning Michael’s
management style and professionalism. This proffered explanation finds strong support in the
record. First, Michael concedes that Sweeney was, in fact, investigating several complaints against
Michael at that time. Rezaii would clearly have known of the complaints against Michael and the
pending investigation at the time of Michael’s suspension because Gooden had complained directly
to Rezaii, Rezaii had spoken with Henry, and Rezaii had directed Sweeney to begin an investigation.
        Because Caterpillar articulated legitimate, nondiscriminatory reasons for imposing the
challenged disciplinary action, the burden shifted to Michael to demonstrate that Caterpillar’s
proffered reasons were actually a pretext to hide unlawful retaliation. See Carter, 349 F.3d at 273.
“To meet [her] burden on pretext, the plaintiff must produce evidence sufficient that a reasonable
finder of fact could reject the employer’s proffered reason.” Haughton v. Orchid Automation, 206
F. App’x 524, 531 (6th Cir. 2006). Michael “can demonstrate pretext by showing that the proffered
reason (1) has no basis in fact, (2) did not actually motivate the defendant’s challenged conduct, or
(3) was insufficient to warrant the challenged conduct.” Hopson v. DaimlerChrysler Corp., 306
F.3d 427, 434 (6th Cir. 2002) (quoting Dews v. A.B. Dick Co., 231 F.3d 1016, 1021 (6th Cir. 2000)).
         Michael essentially concedes the basis in fact for Caterpillar’s actions—Sweeney’s then-
pending investigation of the various complaints against Michael. Regarding whether the pending
investigation was sufficient to warrant Michael’s brief placement on paid leave, this court has
upheld the employer’s action in numerous cases in which employees have been placed on paid leave
pending investigations of complaints against them. See, e.g., Scott v. Metro. Health Corp., Nos. 05-
1948, 05-2642, 06-1122, & 06-1652, 2007 WL 1028853, at *5 (6th Cir. Apr. 3, 2007) (holding that
an employee’s placement on paid administrative leave pending an investigation did not amount to
retaliation); Peltier v. United States, 388 F.3d 984, 988-89 (6th Cir. 2004) (concluding that the
placement of an employee on paid leave during a pending investigation, even if adverse, was not
pretextual).
        No genuine issue of material fact arises in connection with Michael’s placement on leave
because Caterpillar’s proffered reason, as expressed by Rezaii in her deposition, focused solely on
the pending investigation of the accusations raised against Michael, not the results thereof. Rezaii
explained that placing Michael on leave was necessary to avert any potential retaliation by Michael
against Gooden, her subordinate who had lodged the complaints that initiated the investigation.
        Michael asserts two principal courterarguments aimed at establishing that Caterpillar’s
proffered justification for placing her on administrative leave was pretextual: (1) her recent positive
performance review, and (2) the fact that Caterpillar did not similarly place Henry on paid leave
despite Michael’s complaint against her. Michael’s positive performance review, however, occurred
prior to the events that Caterpillar proffers as justification for placing Michael on leave. That
No. 06-5750           Michael v. Caterpillar Financial Services Corp.                         Page 10


review, therefore, could not have encompassed the events primarily at issue. This leaves to be
explained the justification for Caterpillar’s treatment of the accusations against Michael in light of
its nonreaction to her accusations against Henry.
        On this latter point, Rezaii correctly pointed out in her deposition that the nature and extent
of the complaints that Gooden and Henry filed against Michael differed from Michael’s complaint
against Henry. Rezaii, at the time of the January 22, 2004 meeting, was aware that Michael
(1) worked from home on January 16 without prior notification, (2) had been accused by Gooden
of managing her subordinates in a degrading manner by calling them at odd hours and having them
perform personal tasks, and (3) had been accused by Henry of showing up late as well as acting
inappropriately and insubordinately at a meeting held to discuss the above matters. Sweeney, who
also attended the meeting at which Michael was placed on paid leave, had begun her investigation
and had already substantiated some of the allegations concerning Michael’s management problems.
         The only allegations against Henry, in contrast, came from Michael—herself the subject of
several pending complaints—and involved just one incident in which Henry had allegedly berated
Michael after she had shown up late for a meeting. Furthermore, given that Michael was to be
placed on administrative leave, no concerns of retaliation by Henry against Michael would require
placing Henry on leave as well during the investigation. Even drawing all inferences in favor of
Michael, these significantly different circumstances fully rebut Michael’s argument that Caterpillar’s
failure to place Henry on leave demonstrates that its proffered justification for placing Michael on
leave was pretextual.
       2.      Michael’s 90-day performance plan and related monitoring
         Michael also argues that, following her return from administrative leave, Caterpillar’s
imposition of a 90-day performance plan and its monitoring of her pursuant to the plan amounted
to retaliation. On January 26, 2004, Michael met with Rezaii and Sweeney to discuss Michael’s
disciplinary options. They informed Michael that she could either accept placement on a 90-day
performance plan and continue in her current position or reject the plan and relinquish her
managerial responsibilities.
         After electing to accept the performance plan, Michael met again with Rezaii and Sweeney
to go over the performance plan on January 29. Michael asserts that the proffered grounds for
imposing the performance plan were “baseless” and that the plan was instead imposed as a form of
retaliation for the complaints that she had filed. She also alleges that Henry improperly monitored
her work performance during the plan period. Because monitoring was part and parcel of the
performance plan, however, this allegation does not constitute a separate disciplinary action.
Caterpillar’s proffered reason for imposing the performance plan was not simply the pending
complaints against Michael, but was also based on what had been uncovered as a result of
Sweeney’s investigation. In other words, Caterpillar asserts that it “investigated those complaints
and took action consistent with its investigation.”
        We initially note that Michael’s principal objection to many of the investigative findings was
that they were based on hearsay. As this court recently explained under similar circumstances,
however, witness statements contained in an investigative report may be considered on summary
judgment “not to prove their truth, . . . but to demonstrate the state of mind and motive of
Defendant’s managers in discharging Plaintiff.” Haughton, 206 F. App’x at 532.
       Furthermore, Michael’s disagreement with the facts uncovered in Caterpillar’s investigation
does not create a genuine issue of material fact that would defeat summary judgment “as long as an
employer has an honest belief in its proffered nondiscriminatory reason.” Majewski v. Automatic
Data Processing, Inc., 274 F.3d 1106, 1117 (6th Cir. 2001). The key inquiry in assessing whether
No. 06-5750           Michael v. Caterpillar Financial Services Corp.                         Page 11


an employer holds such an honest belief is “whether the employer made a reasonably informed and
considered decision before taking” the complained-of action. Smith v. Chrysler Corp., 155 F.3d
799, 807 (6th Cir. 1998). An employer has an honest belief in its rationale when it “reasonably
relied on the particularized facts that were before it at the time the decision was made.” Majewski,
274 F.3d at 1117 (citation and quotation marks omitted). “[W]e do not require that the decisional
process used by the employer be optimal or that it left no stone unturned.” Smith, 155 F.3d at 807.
        As part of her investigation, Sweeney interviewed Michael’s subordinates, other Caterpillar
employees with whom Michael worked, and those employees who might have overheard Michael’s
January 20, 2004 confrontation with Henry. Sweeney’s investigation revealed that many of
Michael’s coworkers, including Elsesser, Holland, McGhee, Moseley, and Rezaii, found Michael
difficult to work with and often tardy. Although Michael points out that Gooden’s specific
accusations that she required her subordinates to perform personal tasks was never corroborated, the
investigation nevertheless pointed to other serious issues with Michael’s management style.
        Sweeney’s investigation of the initial confrontation between Henry and Michael also
revealed additional questions regarding Michael’s professionalism. The only independent witness
to the exchange reported that Michael was “screaming” at Henry, that she refused to leave Henry’s
office, and that her actions were so aggressive that the witness was concerned that Michael might
physically assault Henry. On top of these reports, Michael concedes that she worked from home on
January 16, 2004 without notifying any of her supervisors that she would not be in the office that
day, and that she arrived late to her meeting with Henry on January 20, 2004.
        Because Caterpillar proffered these legitimate, nondiscriminatory reasons for imposing the
performance plan, the burden shifted to Michael to raise a genuine issue of material fact as to
whether Caterpillar’s reasons were actually a pretext designed to mask unlawful discrimination. See
Carter, 349 F.3d at 273. Michael again points to her positive performance review just weeks before
the January 20, 2004 incident and the fact that Caterpillar did not similarly discipline Henry as a
result of Michael’s accusations agasint her. For the same reasons outlined above, however, these
arguments fail to establish pretext under the circumstances. Michael also raises factual objections
to the job-performance concerns mentioned in Caterpillar’s investigation, but she cannot defeat
Caterpillar’s honest belief in her performance deficiencies simply through her own contrary
assertions. See Majewski, 274 F.3d at 1117.
        Michael’s only contention that calls into question Caterpillar’s honest belief in its proffered
justification for her performance plan derives from Rezaii’s deposition testimony. Rezaii initially
stated that she could not recall the results of Sweeney’s investigation, but then later said that she
believed that the investigation had boiled down to “he said/she said,” with no real findings. The
extensive documented results of Sweeney’s investigation, however, refute this. Moreover, Sweeney
herself attended the meetings at which Michael was disciplined, and the human resources
department—not Rezaii—put together Michael’s performance plan. Sweeney’s supervisor, Human
Resource Manager Gari Cowan, also stated in her deposition that Sweeney’s investigation pointed
to issues with Michael’s management style and indicated that Michael’s was the only voice raised
during her January 20, 2004 confrontation with Henry. Even if Rezaii was unaware of these
findings at the time Michael’s performance plan was imposed, she was aware of Gooden’s complaint
because he had come directly to her, and she was also aware of Michael’s January 16, 2004 absence
from work.
         The above analysis demonstrates that Caterpillar presented sound, nondiscriminatory reasons
for the action that it took based on a reasonable investigation of events that occurred after Michael’s
favorable performance review. We therefore find no error in the district court’s grant of summary
judgment regarding Michael’s retaliation claim because she was unable to raise a genuine issue of
material fact as to whether Caterpillar’s proffered legitimate explanation was pretextual.
No. 06-5750           Michael v. Caterpillar Financial Services Corp.                         Page 12


D.     Hostile work environment
        Michael’s final claim asserts that Caterpillar’s actions created a hostile work environment.
To establish a hostile-work-environment claim, Michael must show that “(1) she was a member of
a protected group, (2) she was subjected to unwelcome harassment, (3) the harassment was based
upon the employee’s protected status, such as race or gender, (4) the harassment affected a term,
condition, or privilege of employment, and (5) the defendant knew or should have known about the
harassing conduct but failed to take any corrective or preventive actions.” Farmer v. Cleveland Pub.
Power, 295 F.3d 593, 605 (6th Cir. 2002), abrogated on other grounds by White v. Columbus Metro.
Hous. Auth., 429 F.3d 232 (6th Cir. 2005). Actionable harassment arises where “the workplace is
permeated with discriminatory intimidation, ridicule, and insult . . . that is sufficiently severe or
pervasive to alter the conditions of the victim’s employment and create an abusive working
environment.” Id. (alterations in original) (quoting Harris v. Forklift Sys., Inc., 510 U.S. 17, 21
(1993)).
        In accordance with these elements, a hostile-work-environment claim is cognizable only if
the purported harassment, viewed in conjunction with all of the circumstances, occurred because of
the employee’s protected status. Farmer, 295 F.3d at 605; see also Jackson v. Quanex Corp., 191
F.3d 647, 661-62 (6th Cir. 1999) (examining the “totality of the circumstances” and explaining that
“even though a certain action may not have been specifically racial in nature, it may contribute to
the plaintiff’s proof of a hostile work environment if it would not have occurred but for the fact that
the plaintiff was African American”).
        Michael’s hostile-work-environment claim arises out of the same treatment that she points
to with respect to her retaliation claim, with the addition of Henry’s alleged conduct at the January
20, 2004 meeting. (This meeting occurred before Michael had filed any complaints, and therefore
could not be part of her retaliation claim.) Both claims suffer from the same problem: Caterpillar
has demonstrated an honest belief in the nondiscriminatory explanation that it offered for its actions
that Michael has failed to rebut.
        Regarding the January 20 meeting, Sweeney’s investigation largely corroborated Henry’s
account that Michael—not Henry—acted inappropriately. Moreover, regardless of whether a
shouting match broke out at the meeting and whether Michael started it, federal courts are generally
not in the business of refereeing such common workplace conflicts. See, e.g., Vore v. Ind. Bell Tel.
Co., 32 F.3d 1161, 1162 (7th Cir. 1994) (noting that federal law “does not guarantee a utopian
workplace or even a pleasant one. . . . [P]ersonality conflicts between employees are not the
business of the federal courts.”).
       Michael ultimately failed to show that the alleged harassment was “severe or pervasive.”
See Harris, 510 U.S. at 21. She instead admits that no one at Caterpillar ever made overtly racist
remarks or threats to her, that Henry never raised her voice or made a threat apart from what
allegedly took place at the January 20, 2004 meeting, and that the only “harassment” she
experienced was the imposition of the disciplinary action taken against her. We therefore conclude
that Michael has failed to raise a genuine issue of material fact that would support her hostile-work-
environment claim.
                                        III. CONCLUSION
       For all of the reasons set forth above, we AFFIRM the judgment of the district court.
