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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Frontier Comms Parent, Inc. 10-K 12/31/23 134:48M Certent, Inc./FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 11.92M
2: EX-21 Subsidiaries List HTML 103K
3: EX-23 Consent of Expert or Counsel HTML 35K
7: EX-97 Clawback Policy re: Recovery of Erroneously HTML 56K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 43K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 43K
6: EX-32 Certification -- §906 - SOA'02 HTML 42K
13: R1 Document and Entity Information HTML 108K
14: R2 Consolidated Balance Sheets HTML 140K
15: R3 Consolidated Balance Sheets (Parenthetical) HTML 48K
16: R4 Consolidated Statements Of Income HTML 113K
17: R5 Consolidated Statements Of Comprehensive Income HTML 57K
18: R6 Consolidated Statements Of Equity (Deficit) HTML 93K
19: R7 Consolidated Statements Of Cash Flows HTML 148K
20: R8 Description Of Business and Summary Of Significant HTML 108K
Accounting Policies
21: R9 Recent Accounting Pronouncements HTML 45K
22: R10 Emergence From The Chapter 11 Cases HTML 144K
23: R11 Fresh Start Accounting HTML 835K
24: R12 Revenue Recognition HTML 414K
25: R13 Accounts Receivable HTML 186K
26: R14 Property, Plant And Equipment HTML 247K
27: R15 Intangibles HTML 210K
28: R16 Long-Term Debt HTML 603K
29: R17 Restructuring And Other Charges HTML 89K
30: R18 Leases HTML 527K
31: R19 Investment and Other Income (Loss), Net HTML 172K
32: R20 Capital Stock HTML 45K
33: R21 Stock Plans HTML 341K
34: R22 Income Taxes HTML 660K
35: R23 Net Income Per Common Share HTML 342K
36: R24 Comprehensive Income HTML 449K
37: R25 Segment Information HTML 43K
38: R26 Retirement Plans HTML 1.07M
39: R27 Fair Value Of Financial Instruments HTML 595K
40: R28 Commitments And Contingencies HTML 144K
41: R29 Description Of Business And Summary Of Significant HTML 138K
Accounting Policies (Policy)
42: R30 Recent Accounting Pronouncements (Policy) HTML 44K
43: R31 Emergence From The Chapter 11 Cases (Tables) HTML 128K
44: R32 Fresh Start Accounting (Tables) HTML 823K
45: R33 Revenue Recognition (Tables) HTML 403K
46: R34 Accounts Receivable (Tables) HTML 179K
47: R35 Property, Plant And Equipment (Tables) HTML 229K
48: R36 Intangibles (Tables) HTML 204K
49: R37 Long-Term Debt (Tables) HTML 517K
50: R38 Restructuring And Other Charges (Tables) HTML 79K
51: R39 Leases (Tables) HTML 516K
52: R40 Investment and Other Income (Loss), Net (Tables) HTML 166K
53: R41 Stock Plans (Tables) HTML 312K
54: R42 Income Taxes (Tables) HTML 638K
55: R43 Net Income Per Common Share (Tables) HTML 336K
56: R44 Comprehensive Income (Tables) HTML 445K
57: R45 Retirement Plans (Tables) HTML 1.03M
58: R46 Fair Value Of Financial Instruments (Tables) HTML 590K
59: R47 Commitments and Contingencies (Tables) HTML 113K
60: R48 Description Of Business And Summary Of Significant HTML 94K
Accounting Policies (Narrative) (Details)
61: R49 Recent Accounting Pronouncements (Narrative) HTML 37K
(Details)
62: R50 Emergence From The Chapter 11 Cases (Narrative) HTML 41K
(Details)
63: R51 Emergence From The Chapter 11 Cases (Schedule Of HTML 49K
Liabilities Subject To Compromise) (Details)
64: R52 Emergence From The Chapter 11 Cases (Schedule Of HTML 51K
Reorganization Items) (Details)
65: R53 Fresh Start Accounting (Narrative) (Details) HTML 43K
66: R54 Fresh Start Accounting (Reconciliation Of HTML 60K
Enterprise Value To Estimated Fair Value)
(Details)
67: R55 Fresh Start Accounting (Reconciliation Of HTML 49K
Enterprise Value To Reorganization Value)
(Details)
68: R56 Fresh Start Accounting (Fresh Start - Balance HTML 192K
Sheet) (Details)
69: R57 Fresh Start Accounting (Fresh Start - Net Cash HTML 52K
Payments) (Details)
70: R58 Fresh Start Accounting (Fresh Start - Cumulative HTML 44K
Impact Of Reorganization) (Details)
71: R59 Fresh Start Accounting (Fresh Start - Disposition HTML 58K
Of Liabilities Subject To Compromise) (Details)
72: R60 Fresh Start Accounting (Fresh Start - Summary Of HTML 71K
Components Of Property And Equipment, Net And Fair
Value) (Details)
73: R61 Revenue Recognition (Disaggregation Of Revenue) HTML 69K
(Details)
74: R62 Revenue Recognition (Disaggregation Of Revenue HTML 38K
Narrative) (Details)
75: R63 Revenue Recognition (Summary Of Changes In HTML 53K
Contract Liabilities) (Details)
76: R64 Revenue Recognition (Performance Obligations, HTML 56K
Revenue) (Details)
77: R65 Accounts Receivable (Narrative) (Details) HTML 42K
78: R66 Accounts Receivable (Accounts Receivable) HTML 49K
(Details)
79: R67 Accounts Receivable (Activity In The Allowance For HTML 46K
Credit Losses) (Details)
80: R68 Property, Plant And Equipment (Narrative) HTML 77K
(Details)
81: R69 Property, Plant, And Equipment (Property, Plant HTML 75K
And Equipment, Net) (Details)
82: R70 Property, Plant, And Equipment (Schedule Of HTML 38K
Depreciation Expense) (Details)
83: R71 Intangibles (Narrative) (Details) HTML 64K
84: R72 Intangibles (Schedule Of Intangible Assets) HTML 51K
(Details)
85: R73 Intangibles (Schedule Of Amortization Expense) HTML 38K
(Details)
86: R74 Long-Term Debt (Narrative) (Details) HTML 219K
87: R75 Long-Term Debt (Long-Term Debt) (Details) HTML 79K
88: R76 Long-Term Debt (Schedule Of Secured And Unsecured HTML 132K
Debt) (Details)
89: R77 Long-Term Debt (Material Terms Of Fiber Term HTML 72K
Notes) (Details)
90: R78 Restructuring And Other Charges (Narrative) HTML 50K
(Details)
91: R79 Restructuring And Other Charges (Changes In HTML 45K
Restructuring Reserve) (Details)
92: R80 Leases (Narrative) (Details) HTML 54K
93: R81 Leases (Components Of Lease Cost) (Details) HTML 54K
94: R82 Leases (Supplemental Balance Sheet Information HTML 63K
Related To Leases) (Details)
95: R83 Leases (Supplemental Cash Flow Information Related HTML 50K
To Leases) (Details)
96: R84 Leases (Maturity Analysis For Operating and HTML 76K
Finance Lease Liabilities) (Details)
97: R85 Leases (Maturity Analysis For Operating Leases HTML 50K
From Customers) (Details)
98: R86 Investment and Other Income (Loss), Net HTML 39K
(Narrative) (Details)
99: R87 Investment and Other Income (Loss), Net HTML 51K
(Components Of Investment And Other Income (Loss))
(Details)
100: R88 Capital Stock (Narrative) (Details) HTML 56K
101: R89 Stock Plans (Narrative) (Details) HTML 90K
102: R90 Stock Plans (Restricted Shares Outstanding) HTML 104K
(Details)
103: R91 Stock Plans (Target Performance Shares) (Details) HTML 62K
104: R92 Income Taxes (Narrative) (Details) HTML 78K
105: R93 Income Taxes (Reconciliation Of Provision For HTML 57K
Income Taxes) (Details)
106: R94 Income Taxes (Components Of Net Deferred Income HTML 77K
Tax Liability (Asset) (Details)
107: R95 Income Taxes (Schedule Of Components Of Income Tax HTML 63K
Expense (Benefit)) (Details)
108: R96 Income Taxes (Changes In The Balance Of HTML 45K
Unrecognized Tax Benefits) (Details)
109: R97 Net Income Per Common Share (Narrative) (Details) HTML 41K
110: R98 Net Income Per Common Share (Reconciliation Of Net HTML 87K
Loss Per Share) (Details)
111: R99 Comprehensive Income (Accumulated Other HTML 83K
Comprehensive Income, Net Of Tax) (Details)
112: R100 Comprehensive Income (Reclassification Out Of HTML 60K
AOCI) (Details)
113: R101 Segment Information (Narrative) (Details) HTML 40K
114: R102 Retirement Plans (Narrative) (Details) HTML 119K
115: R103 Retirement Plans (Projected Benefit Obligation, HTML 103K
Fair Values Of Plan Assets And Amounts Recognized
In The Balance Sheet) (Details)
116: R104 Retirement Plans (Net Periodic Benefit Cost) HTML 71K
(Details)
117: R105 Retirement Plans (Weighted Average Asset HTML 45K
Allocations, By Asset Category) (Details)
118: R106 Retirement Plans (Expected Benefit Payments Over HTML 51K
The Next Ten Years) (Details)
119: R107 Retirement Plans (Schedule Of Assumptions Used) HTML 56K
(Details)
120: R108 Retirement Plans (Schedule Of Expected Benefit HTML 55K
Payments For OPEB) (Details)
121: R109 Retirement Plans (Net Periodic Benefit Cost Not HTML 40K
Yet Recognized) (Details)
122: R110 Retirement Plans (Amounts Recognized As A HTML 49K
Component Of AOCI) (Details)
123: R111 Fair Value Of Financial Instruments (Pension Plan HTML 87K
Assets Measured At Fair Value On Recurring Basis)
(Details)
124: R112 Fair Value Of Financial Instruments (Changes In HTML 50K
Fair Value Of Plan's Level 3 Assets) (Details)
125: R113 Fair Value Of Financial Instruments (Redemption Of HTML 83K
The Plan's Level 3 Investments) (Details)
126: R114 Fair Value Of Financial Instruments (Fair Value Of HTML 41K
Long-Term Debt) (Details)
127: R115 Commitments And Contingencies (Narrative) HTML 77K
(Details)
128: R116 Commitments And Contingencies (Future Payments For HTML 46K
Obligations Under Noncancelable Long Distance
Contracts And Service Agreements) (Details)
129: R117 Commitments And Contingencies (Outstanding HTML 53K
Performance Letters Of Credit) (Details)
131: XML IDEA XML File -- Filing Summary XML 265K
134: XML XBRL Instance -- fybr-20231231x10k_htm XML 15.78M
130: EXCEL IDEA Workbook of Financial Report Info XLSX 298K
9: EX-101.CAL XBRL Calculations -- fybr-20231231_cal XML 393K
10: EX-101.DEF XBRL Definitions -- fybr-20231231_def XML 1.14M
11: EX-101.LAB XBRL Labels -- fybr-20231231_lab XML 2.57M
12: EX-101.PRE XBRL Presentations -- fybr-20231231_pre XML 1.91M
8: EX-101.SCH XBRL Schema -- fybr-20231231 XSD 383K
132: JSON XBRL Instance as JSON Data -- MetaLinks 745± 1.14M
133: ZIP XBRL Zipped Folder -- 0001562762-24-000034-xbrl Zip 1.06M
| Exhibit 97 Form of Clawback Policy |
Exhibit 97
Form of
CLAWBACK POLICY
FRONTIER COMMUNICATIONS PARENT, INC.
1.POLICY
In accordance with Rule 5608 of the Nasdaq (“Nasdaq”) listing rules (the “Listing Rules”) and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Frontier Communications Parent, Inc. (the “Company”) has adopted this Clawback Policy (this “Clawback Policy”) to provide for the recovery of erroneously awarded incentive-based compensation from Officers of the Company.
2.APPLICABILITY
This Clawback Policy applies to all current or former “Officers” of the Company (as defined below) who received Excess Incentive Compensation (as defined below) during the Recoupment Period (as defined below). For purposes of this Clawback Policy, “Officers” means (i) each individual who is or was during the Recoupment Period designated by the Board as an “officer” of the Company as defined in Rule 16a-1(f) under the Exchange Act, and (ii) each other individual who is or was during the Recoupment Period identified by the Committee from time to time as being covered by this Clawback Policy. For the avoidance of doubt, the identification of an Officer for purposes of this Clawback Policy shall include, at a minimum, each executive officer who is or was identified pursuant to Item 401(b) of Regulation S-K or Item 6.A of Form 20-F, as applicable, as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the individual acting in such capacity, or the controller).
3.RECOUPMENT/CLAWBACK
In the event of a Restatement (as defined below), the Compensation and Human Capital Committee (if composed entirely of independent directors, or in the absence of such a committee, a majority of independent directors serving on the Board) (as applicable, the “Committee”) shall require a current or former Officer to reimburse, repay or otherwise forfeit any Excess Incentive Compensation (as defined below) “received” by such Officer at any time during the three completed fiscal years immediately preceding a Restatement Determination (as defined below) (such period, the “Recoupment Period”). For purposes of this Clawback Policy, Incentive Compensation is deemed “received” during the Company’s fiscal period during which the financial reporting measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
“Excess Incentive Compensation” means, as determined on a pre-tax basis, that amount of Incentive Compensation that was received by the Officer during the Recoupment Period and following the effective date of this Clawback Policy, based on the incorrectly reported financial results of the Company, over the Incentive Compensation that would have been received by the Officer if such amount(s) had been determined based on the financial results of the Company set forth or reflected in the Restatement, in each case, as determined by the Committee. If the Committee cannot reasonably determine the
Page 1 of 4
amount of Excess Incentive Compensation received by the Officer based on the information set forth or reflected in the Restatement, then it will make its determination based on a reasonable estimate of the effect of the Restatement on the Company.
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are financial reporting measures for purposes of this Clawback Policy. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the SEC.
“Incentive Compensation” means any cash, equity-based or equity-linked compensation to the extent the amount is paid, earned, vested or granted based wholly or in part on the attainment of one or more Financial Reporting Measures.
“Restatement” means an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements, or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected in the current period or left uncorrected in the current period, in each case, without regard to fault.
“Restatement Determination” means the earlier to occur of (i) the date the Board, the Committee and/or management concludes (or reasonably should have concluded) that a Restatement is required, or (ii) the date a regulator, court or other legally authorized entity directs the Company to prepare a Restatement of a previously issued financial statement.
In the event of a Restatement, the Committee shall promptly determine the amount of any Excess Incentive Compensation for each Officer in connection with such Restatement and shall promptly thereafter provide each Officer with a written notice containing the amount of Excess Incentive Compensation and a demand for repayment or return, as applicable. The Committee shall have discretion to determine the appropriate means of recovery of Excess Incentive Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. Without limiting the generality of the foregoing, means of recovery under this Clawback Policy may include, without limitation (but solely to the extent permitted by applicable law), deductions or other offsets from compensation due and owing to the applicable Officer. The right of recovery under this Clawback Policy shall run in favor of the Company and its parents and subsidiaries.
4.ADMINISTRATION OF CLAWBACK POLICY
Administration of this Clawback Policy is incumbent on the Committee. The Committee is authorized to interpret and construe this Clawback Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Clawback Policy and for the Company’s compliance with the Listing Rules, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith. Any determinations made by the Committee shall be final and binding on all affected individuals.
Notwithstanding anything set forth herein to the contrary, the Company shall not be required to seek recovery of compensation under this Clawback Policy (i) if the
Page 2 of 4
Committee reasonably determines that the direct expenses to be paid to a third party to recover the Excess Incentive Compensation would exceed the amount of the compensation to be recovered, making recovery impracticable, and provides all required information to Nasdaq, (ii) if recovery would be in violation of home country law which law was adopted prior to November 28, 2022 provided that, before determining that it would be impracticable to recover any amount of Excess Incentive Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq, or (iii) if recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. In connection with the foregoing, the Committee must also make a determination that, as a result of any or all of the foregoing, recovery under this Clawback Policy would be impracticable.
5.NO INDEMNIFICATION
None of the Company or any of its subsidiaries shall be permitted to indemnify, insure or otherwise reimburse any Officer against (i) the loss of any Excess Incentive Compensation that is repaid, returned or recovered pursuant to the terms of this Clawback Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Clawback Policy.
6.OTHER RECOVERY RIGHTS
This Clawback Policy shall be binding and enforceable against all Officers and, to the extent required by applicable law or guidance from the SEC or Nasdaq, their beneficiaries, heirs, executors, administrators or other legal representatives. The Committee intends that this Clawback Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Officer to abide by the terms of this Clawback Policy. Any right of recovery under this Clawback Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule (including Section 304 of the Sarbanes-Oxley Act of 2002), or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.
7.EFFECTIVENESS OF CLAWBACK POLICY
This Clawback Policy will become effective on October 2, 2023, and will thereafter remain in effect for an indefinite period of time, provided, however, that this Clawback Policy may be suspended or terminated by the Board of Directors at any time. The adoption and effectiveness of this Clawback Policy shall not limit the ability of the Board of Directors and/or the Committee to recoup compensation under, or otherwise enforce the terms of, the Clawback Policy of Frontier Communications Parent, Inc., as in effect prior to the effectiveness of this Clawback Policy (the “Prior Policy”), with respect to compensation received prior to October 2, 2023 or with respect to individuals covered by the Prior Policy.
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ATTESTATION AND ACKNOWLEDGEMENT OF CLAWBACK POLICY
By my signature below, I acknowledge and agree that:
·I have received and read the attached Clawback Policy (this “Clawback Policy”).
·I hereby agree to abide by all of the terms of this Clawback Policy both during and after my employment with the Company, including, without limitation, by promptly repaying or returning any Excess Incentive Compensation to the Company as determined in accordance with this Clawback Policy. I hereby agree that this Clawback Policy does not consitute a breach of any provision of my employment agreement or other compensatory agreement or arrangement with the Company.
___________________________________
[Officer Name]
Date:
Page 4 of 4
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/23/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | 4 | |||
| 11/28/22 | ||||
| List all Filings | ||||