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6: EX-21 Subsidiaries List HTML 84K
7: EX-23 Consent of Expert or Counsel HTML 36K
11: EX-97 Clawback Policy re: Recovery of Erroneously HTML 59K Awarded Compensation
8: EX-31.A Certification -- §302 - SOA'02 HTML 41K
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69: R53 ACCOUNTING POLICIES - Receivables (Details) HTML 37K
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Intangible Assets (Details)
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(Details)
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(Details)
74: R58 ACQUISITIONS - Narrative (Details) HTML 92K
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79: R63 Inventories (Details) HTML 45K
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82: R66 LEASES - Supplemental Cash Flow Information HTML 53K
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Rate (Details)
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(Details)
86: R70 PROPERTY AND EQUIPMENT - Property and Equipment, HTML 53K
Net (Details)
87: R71 GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill, HTML 54K
Net (Details)
88: R72 GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in HTML 70K
the Carrying Amount of Goodwill (Details)
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(Details)
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91: R75 Accrued Liabilities (Details) HTML 67K
92: R76 DEBT - Tabular Disclosure - Notes and Debentures HTML 92K
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Expense and the Related Income Tax Benefit
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(Details)
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Date Fair Value of Option Shares Granted and
Assumptions Used (Details)
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Outstanding and Exercisable (Details)
100: R84 STOCK-BASED COMPENSATION - Long-Term Stock Awards HTML 56K
(Details)
101: R85 STOCK-BASED COMPENSATION - Performance Restricted HTML 55K
Stock Units and Phantom Stock Awards (Details)
102: R86 EMPLOYEE RETIREMENT PLANS - Pre-tax Expense HTML 43K
(Details)
103: R87 EMPLOYEE RETIREMENT PLANS - Narrative (Details) HTML 48K
104: R88 EMPLOYEE RETIREMENT PLANS - Changes in the HTML 82K
Projected Benefit Obligation and Fair Value of
Plan Assets, and the Funded Status of
Defined-benefit Pension Plans (Details)
105: R89 EMPLOYEE RETIREMENT PLANS - Amounts in HTML 54K
Consolidated Balance Sheets (Details)
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Included in Accumulated Other Comprehensive (Loss)
Income before Income Taxes (Details)
107: R91 EMPLOYEE RETIREMENT PLANS - Defined-benefit HTML 49K
Pension Plans with an Accumulated Benefit
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108: R92 EMPLOYEE RETIREMENT PLANS - Net Periodic Pension HTML 65K
Cost for Defined-benefit Pension Plans (Details)
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Defined-benefit Pension Plan Weighted Average
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110: R94 EMPLOYEE RETIREMENT PLANS - Qualified HTML 102K
Defined-benefit Pension Plan Assets at Fair Value
by Level within the Fair Value Hierarchy (Details)
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Value of the Qualified Defined-benefit Pension
Plan Level 3 Assets (Details)
112: R96 EMPLOYEE RETIREMENT PLANS - Assumptions - Tabular HTML 47K
Disclosure (Details)
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Disclosures (Details)
114: R98 EMPLOYEE RETIREMENT PLANS - Other and Cash Flows HTML 42K
(Details)
115: R99 EMPLOYEE RETIREMENT PLANS - Benefits Expected to HTML 54K
be Paid in Each of the Next Five Years, and in
Aggregate for the Five Years Thereafter (Details)
116: R100 SHAREHOLDERS' EQUITY - Narrative (Details) HTML 59K
117: R101 SHAREHOLDERS' EQUITY - Accumulated Other HTML 46K
Comprehensive Loss (Details)
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COMPREHENSIVE INCOME - Table (Details)
119: R103 RECLASSIFICATIONS FROM ACCUMULATED OTHER HTML 44K
COMPREHENSIVE INCOME - Narrative (Details)
120: R104 SEGMENT INFORMATION - Tabular Information by HTML 105K
Segment and Geographic Area (Details)
121: R105 SEGMENT INFORMATION - Depreciation and HTML 51K
Amortization (Details)
122: R106 Other Income (Expense), Net (Details) HTML 62K
123: R107 Other Income (EXPENSE), NET - Footnote Details HTML 50K
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126: R110 INCOME TAXES - Reconciliation of the U.S. Federal HTML 59K
Statutory Tax Rate to the Income Tax (Benefit)
Expense (Details)
127: R111 INCOME TAXES - Uncertain Tax Positions (Details) HTML 56K
128: R112 INCOME TAXES - Uncertain Tax Positions and HTML 46K
Interest and Penalties - Additional Disclosures
(Details)
129: R113 INCOME PER COMMON SHARE - Reconciliations of the HTML 62K
Numerators and Denominators Used in the
Computations of Basic and Diluted Earnings per
Common Share (Details)
130: R114 INCOME PER COMMON SHARE - Antidilutive Securities HTML 46K
(Details)
131: R115 INCOME PER COMMON SHARE - Narrative (Details) HTML 40K
132: R116 OTHER COMMITMENTS AND CONTINGENCIES - Warranty HTML 47K
(Details)
133: R117 Insurance Settlement (Details) HTML 40K
134: R118 Schedule Ii. Valuation and Qualifying Accounts HTML 63K
(Details)
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
This Compensation Recoupment Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements
under U.S. federal securities laws. This Policy is intended to comply with the requirements of Section 10D of the Exchange Act (as defined below) and Section 303A.14 of the NYSE Listed Company Manual (the “Listing Rule”).
1.Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.
(a)“Committee” means the Compensation and Talent Committee of the Board of Directors or any successor committee thereof.
(b)“Covered Compensation” means any Incentive-based Compensation
“received” by a Covered Executive during the applicable Recoupment Period; provided that:
(i) such Covered Compensation was received by such Covered Executive (A) after the Effective Date, (B) after he or she commenced service as an Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and
(ii) such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based Compensation.
Incentive-based Compensation is “received” by a Covered Executive during the fiscal period in which the Financial Reporting
Measure applicable to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation is made thereafter.
(c)“Covered Executive” means any current or former Executive Officer
(e)“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
(f)“Executive
Officer” means the Company’s officers as defined under 17 C.F.R. Section 240.16a-1(f).
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(g)“Financial Reporting Measure” means any (i) measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, (ii) stock price measure or (iii) total shareholder
return measure (and any measures that are derived wholly or in part from any measure referenced in clause (i), (ii) or (iii) above). A Financial Reporting Measure does not need to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission.
(h)“Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct:
(i)an
error in previously issued financial statements that is material to the previously issued financial statements; or
(ii) an error that would result in a material misstatement if the error were (A) corrected in the current period or (B) left uncorrected in the current period.
A Financial Restatement shall not mean a revision of the Company’s financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the
Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
(j)“Incentive-based Compensation” means any compensation (including, any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. “Incentive-based Compensation” shall also include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation.
(k)“NYSE”
means the New York Stock Exchange, or any successor thereof.
(l)“Recoupment Period” means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period also includes certain transition periods resulting from a change in the Company’s fiscal year as set forth in 17 CFR Section 240.10D-1(b)(1)(i)(D).
(m)“Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the
Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
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2.Recoupment of Erroneously Awarded Compensation.
(a)In
the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the “Awarded Compensation”) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Compensation”).
(b) If (i) the Financial Reporting Measure applicable to
the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company’s reasonable estimate of the effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was received.
(c)The
Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the restated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
(d)Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
(i)the
direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide that documentation to the NYSE; or
(ii)recovery of the Erroneously Awarded Compensation 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 Sections 401(a)(13) or 411(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
(e)The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up payments.
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(f)The
Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the
Company accept an amount that is less than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the Code) shall be made in compliance with Section 409A of the Code.
3.Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the Company and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power and
authority to (i) administer and interpret this Policy, (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. To the extent permitted by Section 10D of the Exchange Act and the Listing Rule, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.
4.Amendment/Termination. Subject to Section 10D of the Exchange Act and the Listing Rule, this Policy may be amended or terminated by the Committee at any time. To the extent that any applicable law,
or stock market or exchange rules or regulations require recovery of Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules and regulations. Unless otherwise required by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
5.Interpretation. Notwithstanding anything to the contrary
herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and the Listing Rule (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
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6.Other
Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as any clawback or recoupment by any governmental agency or authority under applicable law, stock market or exchange
rules, listing standards or regulations (any such basis for the clawback or recoupment of any compensation other than this Policy, an “Other Arrangement”); provided, however, that any amounts recouped or clawed back under any Other Arrangement that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.
7. Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events.
Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure performance goal.
8.Miscellaneous.
(a)Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by
reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective.
(b)This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
(c)All issues concerning the construction, validity, enforcement and interpretation of this Policy and all related documents, including, without limitation, any employment agreement, offer letter, equity award agreement or similar
agreement, shall be governed by, and construed in accordance with, the Company’s Dispute Resolution Policy.
(d)If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
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Dates Referenced Herein and Documents Incorporated by Reference
