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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/04/24 Crawford & Co. 10-K 12/31/23 122:25M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.21M
2: EX-10.16 Material Contract HTML 1.89M
3: EX-10.17 Material Contract HTML 36K
4: EX-19.1 Report Furnished to Security Holders HTML 81K
5: EX-21.1 Subsidiaries List HTML 38K
6: EX-23.1 Consent of Expert or Counsel HTML 36K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 44K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 37K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 37K
13: R1 Document and Entity Information HTML 112K
14: R2 Consolidated Statements of Operations HTML 134K
15: R3 Consolidated Statements of Operations HTML 36K
(Parentheticals)
16: R4 Consolidated Statements of Comprehensive (Loss) HTML 74K
Income
17: R5 Consolidated Statements of Comprehensive (Loss) HTML 43K
Income (Parentheticals)
18: R6 Consolidated Balance Sheets HTML 180K
19: R7 Consolidated Balance Sheets (Parenthetical) HTML 53K
20: R8 Consolidated Statements of Cash Flows HTML 137K
21: R9 Consolidated Statements of Shareholders' HTML 102K
Investment
22: R10 Consolidated Statements of Shareholders' HTML 45K
Investment (Parentheticals)
23: R11 Pay vs Performance Disclosure HTML 47K
24: R12 Insider Trading Arrangements HTML 40K
25: R13 Significant Accounting and Reporting Policies HTML 162K
26: R14 Revenue Recognition HTML 144K
27: R15 Business Acquisitions and Dispositions HTML 221K
28: R16 Goodwill and Intangible Assets HTML 222K
29: R17 Short-Term and Long-Term Debt, Including Finance HTML 100K
Leases
30: R18 Lease Commitments HTML 98K
31: R19 Income Taxes HTML 232K
32: R20 Retirement Plans HTML 250K
33: R21 Common Stock and Earnings per Share HTML 186K
34: R22 Accumulated Other Comprehensive Loss HTML 83K
35: R23 Stock-Based Compensation HTML 202K
36: R24 Fair Value Measurements HTML 315K
37: R25 Segment and Geographic Information HTML 275K
38: R26 Client Funds HTML 37K
39: R27 Commitments and Contingencies HTML 41K
40: R28 Significant Accounting and Reporting Policies HTML 200K
(Policies)
41: R29 Significant Accounting and Reporting Policies HTML 108K
(Tables)
42: R30 Revenue Recognition (Tables) HTML 114K
43: R31 Business Acquisitions and Dispositions (Tables) HTML 198K
44: R32 Goodwill and Intangible Assets (Tables) HTML 220K
45: R33 Short-Term and Long-Term Debt, Including Finance HTML 83K
Leases (Tables)
46: R34 Lease Commitments (Tables) HTML 99K
47: R35 Income Taxes (Tables) HTML 229K
48: R36 Retirement Plans (Tables) HTML 243K
49: R37 Common Stock and Earnings per Share (Tables) HTML 177K
50: R38 Accumulated Other Comprehensive Loss (Tables) HTML 80K
51: R39 Stock-Based Compensation (Tables) HTML 162K
52: R40 Fair Value Measurements (Tables) HTML 309K
53: R41 Segment and Geographic Information (Tables) HTML 276K
54: R42 Significant Accounting and Reporting Policies - HTML 91K
Narrative (Details)
55: R43 Significant Accounting and Reporting Policies - HTML 44K
Schedule of reconciliation of cash, cash
equivalents and restricted cash (Details)
56: R44 Significant Accounting and Reporting Policies - HTML 50K
Receivables (Details)
57: R45 Significant Accounting and Reporting Policies - HTML 64K
Property and Equipment (Details)
58: R46 Revenue Recognition - Additional Information HTML 78K
(Details)
59: R47 Revenue Recognition - Disaggregation of Revenue HTML 88K
(Details)
60: R48 Revenue Recognition - Schedule of Customer HTML 43K
Contract Liabilities (Details)
61: R49 Business Acquisitions and Dispositions - HTML 78K
Additional Information (Details)
62: R50 Business Acquisitions and Dispositions - Schedule HTML 179K
of Valuation Identified Assets Acquired and
Liabilities Assumed (Details)
63: R51 Business Acquisitions and Dispositions - Schedule HTML 48K
of preliminary fair values assigned to
identifiable intangible assets (Details)
64: R52 Goodwill and Intangible Assets - Schedule of HTML 73K
Goodwill (Details)
65: R53 Goodwill and Intangible Assets - Additional HTML 78K
Information (Details)
66: R54 Goodwill and Intangible Assets - Schedule of HTML 57K
Acquired Finite-Lived Intangible Asset by Major
Class (Details)
67: R55 Goodwill and Intangible Assets - Schedule of HTML 46K
Finite-lived Intangible Assets, Future
Amortization Expense (Details)
68: R56 Goodwill and Intangible Assets - Schedule of HTML 41K
Acquired Indefinite-Lived Intangible Assets
(Details)
69: R57 Short-Term and Long-Term Debt, Including Finance HTML 61K
Leases - Long-term debt instruments (Details)
70: R58 Short-Term and Long-Term Debt, Including Finance HTML 92K
Leases - Credit Facility (Narrative) (Details)
71: R59 Short-Term and Long-Term Debt, Including Finance HTML 80K
Leases - Schedule of Maturities of Long-Term Debt
(Details)
72: R60 Lease Commitments - Additional Information HTML 48K
(Details)
73: R61 Lease Commitments - Lease-Related Assets and HTML 47K
Liabilities (Details)
74: R62 Lease Commitments - Lease Cost (Details) HTML 41K
75: R63 Lease Commitments - Supplemental Cash Flow HTML 39K
(Details)
76: R64 Lease Commitments - Operating Lease Maturities HTML 53K
(Details)
77: R65 Income Taxes - Income (Loss) Before Income Taxes HTML 42K
(Details)
78: R66 Income Taxes - Provision for Income Taxes HTML 48K
(Details)
79: R67 Income Taxes - Additional Information (Details) HTML 57K
80: R68 Income Taxes - Reconciliation to federal statutory HTML 70K
rate (Details)
81: R69 Income Taxes - Deferred income taxes (Details) HTML 84K
82: R70 Income Taxes - Deferred tax valuation (Details) HTML 39K
83: R71 Income Taxes - Reconciliation of unrecognized tax HTML 48K
benefits (Details)
84: R72 Retirement Plans - Narrative (Details) HTML 63K
85: R73 Retirement Plans - Projected Benefit Obligations HTML 43K
and Fair Value of Plan Assets (Details)
86: R74 Retirement Plans - Reconciliation of Projected HTML 79K
Benefit Obligation and Fair Value of Plan Assets
(Details)
87: R75 Retirement Plans - Fund Status (Details) HTML 60K
88: R76 Retirement Plans - AOCI (Details) HTML 47K
89: R77 Retirement Plans - Schedule of Defined Benefit HTML 53K
Plans Disclosures (Details)
90: R78 Retirement Plans - Schedule of Expected Benefit HTML 47K
Payments (Details)
91: R79 Retirement Plans - Assumptions (Details) HTML 46K
92: R80 Retirement Plans - Plan Asset Allocation (Details) HTML 52K
93: R81 Common Stock and Earnings per Share - Additional HTML 66K
Information (Details)
94: R82 Common Stock and Earnings per Share - Schedule of HTML 61K
Computations of Basic Net Income (Loss)
Attributable to Shareholders of Crawford & Company
per Common Share (Details)
95: R83 Common Stock and Earnings per Share - Schedule of HTML 65K
Computations of Diluted Net Income (Loss)
Attributable to Shareholders of Crawford & Company
per Common Share (Details)
96: R84 Common Stock and Earnings per Share - Schedule of HTML 42K
Antidilutive Shares Excluded from Computation of
Diluted Earnings (Loss) per Share (Details)
97: R85 Accumulated Other Comprehensive Loss - Additional HTML 41K
Information (Details)
98: R86 Accumulated Other Comprehensive Loss (Details) HTML 79K
99: R87 Stock-Based Compensation - Stock Options (Details) HTML 118K
100: R88 Stock-Based Compensation - Performance-Based Stock HTML 120K
Grants (Details)
101: R89 Stock-Based Compensation - Restricted Shares HTML 78K
(Details)
102: R90 Stock-Based Compensation - Employee Stock Purchase HTML 89K
Plans (Details)
103: R91 Fair Value Measurements - Schedule of Fair Value, HTML 51K
Assets and Liabilities Measured on Recurring Basis
(Details)
104: R92 Fair Value Measurements - Schedule of Fair Value, HTML 36K
Assets and Liabilities Measured on Recurring Basis
(Parenthetical) (Details)
105: R93 Fair Value Measurements - Schedule of change in HTML 43K
the fair value of the Company's contingent earnout
liability (Details)
106: R94 Fair Value Measurements - Additional Information HTML 44K
(Details)
107: R95 Fair Value Measurements - Pension Plan Assets HTML 142K
within Fair Value Hierarchy (Details)
108: R96 Fair Value Measurements - Reconciliation of Level HTML 57K
3 Assets (Details)
109: R97 Segment and Geographic Information - Financial HTML 83K
Information (Details)
110: R98 Segment and Geographic Information - Capital HTML 49K
Expenditures (Details)
111: R99 Segment and Geographic Information - Revenues HTML 44K
(Details)
112: R100 Segment and Geographic Information - Income Before HTML 61K
Income Taxes (Details)
113: R101 Segment and Geographic Information - Assets HTML 75K
(Details)
114: R102 Segment and Geographic Information - Revenues and HTML 54K
Long-lived Assets (Details)
115: R103 Client Funds - Additional Information (Details) HTML 37K
116: R104 Commitments and Contingencies - Additional HTML 39K
Information (Details)
117: R105 Subsequent Events - Additional Information HTML 37K
(Details)
119: XML IDEA XML File -- Filing Summary XML 230K
122: XML XBRL Instance -- crda-20231231_htm XML 6.40M
118: EXCEL IDEA Workbook of Financial Report Info XLSX 277K
12: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 6.04M
Linkbases Document -- crda-20231231
120: JSON XBRL Instance as JSON Data -- MetaLinks 825± 1.32M
121: ZIP XBRL Zipped Folder -- 0000950170-24-024987-xbrl Zip 1.20M
| EX-19.1 |
Exhibit 19.1
Insider Trading Policy
_________________________________________________
Introduction This Policy concerns the handling of Material, Nonpublic Information relating to Crawford & Company (the "Company") or other companies with which we deal and with respect to transactions in the Company’s and such other companies’ securities.
__________________________________________________________________
Policy Applicability of Policy
The Policy applies to all transactions in the Company’s securities, including common stock, options for common stock, and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company's stock, whether or not issued by the Company, such as exchange-traded options.
The Policy applies to all officers of the Company, all members of the Company's Board of Directors, and all employees of, and consultants and contractors to, the Company and its subsidiaries, affiliates and other business units who receive or have access to Material Nonpublic Information regarding the Company. Each provision of this policy that applies to the persons described in the preceding sentence also applies to:
All of the persons described above are referred to in this Policy as "Insiders." This Policy also applies to any person who receives Material Nonpublic Information from any Insider.
Definition of Material Nonpublic Information
It is not possible to define all categories of material information. However, information should be regarded as material if:
Page 1 of NUMPAGES \* Arabic \* MERGEFORMAT 9 Adopted by Board of Directors 2/9/2023
Exhibit 19.1
Insider Trading Policy
Information is nonpublic until it has been “publicly disclosed,” meaning that it:
Examples of public disclosure include the issuance of a press release or the filing of an appropriate report with the U.S. Securities and Exchange Commission (the “SEC”). Information is generally considered to be “nonpublic” until the expiration of a period of two full trading days after the information is released to the general public. However, this period varies depending on the type of information released, the market’s expectations relating to the subject matter of the release, and the market’s reaction after the information is released.
Examples of material, nonpublic information might include information about:
Page 2 of NUMPAGES \* Arabic \* MERGEFORMAT 9 Adopted by Board of Directors 2/9/2023
Exhibit 19.1
Insider Trading Policy
Information may be material whether it is favorable or unfavorable to the Company. The list of examples provided above is merely illustrative, and there are many other types of information and events that may be material at any particular time, depending on the circumstances.
Where there is any possibility that certain information may be considered “material,” you should treat it as such, and you are obligated to confer with the Company’s General Counsel for a definitive ruling.
General Policy
It is the Policy of the Company to prohibit the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of Material Nonpublic Information in securities trading.
Specific Policies
Trading on Material Nonpublic Information
No Insider shall engage in any transaction involving a purchase or sale of the Company's securities, including any offer to purchase or offer to sell, while in possession of Material Nonpublic Information concerning the Company.
Tipping
No Insider shall disclose ("tip") Material Nonpublic Information to any other person (including family members) where such information may be used by such person (or someone known to such person) to his or her profit by trading in the securities or companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company's securities.
Confidentiality of Nonpublic Information
Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden.
Prohibitions on Certain Transactions
Because of the unique potential for abuse of Material Nonpublic Information, it is also the Company’s policy that officers and directors of the Company may not engage in “short sales” of the Company’s securities. “Short sales” are those sales in which the seller attempts to profit from an anticipated drop in market price by selling securities he does not own and covering the sales with securities bought after the price declines. Short sales and buying or selling puts or calls (including “covered calls”) or other derivative securities are prohibited. Officers and directors also are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, exchange funds, and
Page 3 of NUMPAGES \* Arabic \* MERGEFORMAT 9 Adopted by Board of Directors 2/9/2023
Exhibit 19.1
Insider Trading Policy
options) that are designed to hedge or offset any decrease in the market value of the Company’s securities that are held directly or indirectly by an officer or director. Officers and directors of the Company also are prohibited from holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan. Officers and directors of the Company are also prohibited from entering into any other transaction or arrangement in such person may be called upon to supply or acquire the Company’s securities at a time or upon an event not within the control of such person unless such transaction or arrangement has been approved by the Board of Directors. The reason for these prohibitions is that such officers or directors may be called upon to participate in the transaction or arrangement at a time that that individual possesses inside information, thereby putting both the Company and the Insider at risk of violating statutes or regulations concerning insider trading in the Company’s securities with no way to avoid such a violation. The above restrictions also apply to each officer’s and director’s spouse, other persons living in such person’s household and minor children, and entities over which such person exercises control.
Potential Criminal and Civil Liability and/or Disciplinary Action
Liability for Insider Trading
Insiders may be subject to both significant fines and prison terms for engaging in transactions in the Company's securities at a time when they have knowledge of nonpublic information regarding the Company.
Liability for Tipping
Insiders may also be liable for improper transactions by any person (commonly referred to as a "tippee") to whom they have disclosed nonpublic information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company's securities. The SEC has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges, and the National Association of Securities Dealers, Inc. use sophisticated electronic surveillance techniques to uncover insider trading.
Possible Disciplinary Actions
Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include, but not be limited to, ineligibility for future participation in the Company's equity incentive plans and/or termination of employment.
Guidelines
Pre-clearance of Trades
Page 4 of NUMPAGES \* Arabic \* MERGEFORMAT 9 Adopted by Board of Directors 2/9/2023
Exhibit 19.1
Insider Trading Policy
The Company has determined that all officers and directors of the Company should refrain from trading in the Company's securities without first complying with the Company's "pre-clearance" process. Each officer and director must obtain approval from the Company's General Counsel (or, if none, to the Company’s Chief Financial Officer) prior to commencing any transaction (including any gift) in the Company's securities. These procedures also apply to transactions by such person’s spouse, other persons living in such person’s household and minor children, and by entities over which such person exercises control. The Company may find it necessary, from time to time, to require compliance with the pre-clearance process from certain employees, consultants and contractors other than and in addition to officers and directors. Unless revoked (or subject to cutoff upon closing of a trading window), a grant of approval will normally remain valid until the close of trading two business days following the day on which approval was granted. If the transaction does not occur during such two-day period, pre-clearance must be re-requested.
Mandatory Trading Window for Officers, Directors and Certain Employees, Recommended For All Employees.
All directors, officers and employees having access to the Company's internal financial statements or other Material Nonpublic Information shall refrain from conducting transactions involving the purchase or sale of the Company's securities other than during the period (the "trading window") described below. It is expected that the securities market’s trading window generally will open two full trading days after our quarterly release of earnings and will close two weeks prior to the end of the following quarter. For example, if our first quarter were to end on March 31, and we were to release information regarding our results after the close of business on April 20, the trading window would open on the morning of April 23, and would remain open through June 16. However, you should not expect that the window will open on any particular date or remain open for any minimum period of time. Significant corporate developments may require changes to the schedule, including closing the window at the Company’s option at any time. If the Company closes a trading window, the Company will provide all Insiders with notification that the trading window has closed until further notice is provided.
From time to time, the Company may also recommend or require that directors, officers, selected employees, and others suspend trading because of developments known to the Company and not yet disclosed to the public. In such event, such persons are advised not to engage in any transaction involving the purchase or sale of the Company's securities during such period and should not disclose to others the fact of such suspension of trading.
Page 5 of NUMPAGES \* Arabic \* MERGEFORMAT 9 Adopted by Board of Directors 2/9/2023
Exhibit 19.1
Insider Trading Policy
All employees, whether or not subject to the trading windows or pre-clearance procedures described in this Policy, are reminded that the safest time for transactions in Company securities will generally be a few days after the release by the Company of financial information relating to a completed quarter. The appearance of improper trading may increase as the Company approaches the end of the next fiscal quarter.
It should be noted, however, that even during the trading window, any person possessing Material Nonpublic Information concerning the Company should not engage in any transactions in the Company's securities, whether or not the Company has recommended a suspension of trading to that person. Trading in the Company's securities during the trading window should not be considered a "safe harbor," and does not negate the need for officers and directors to obtain pre-clearance of transactions. All directors, officers and other persons should use good judgment at all times.
Individual Responsibility
Every officer, director and employee has the individual responsibility to comply with this Policy against insider trading, regardless of whether the Company has a mandatory trading window for that Insider or any other Insiders of the Company.
An Insider may, from time to time, have to forgo a proposed transaction in the Company's securities even if he or she planned to make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forgo anticipated profit by waiting. While this might be unfortunate for the individual Insider, it is important that employees abide by the provisions of this Policy.
Any employee with any questions regarding trading in the Company's securities should contact the Company’s General Counsel.
Applicability of Policy to Inside Information Regarding Other Companies
This Policy and the guidelines described herein also apply to Material Nonpublic Information relating to other companies, including the Company's customers, vendors or suppliers ("business partners"), when that information is obtained in the course of employment with, or other services performed on behalf of, the Company. Civil and criminal penalties, and termination of employment, may result from trading on inside information regarding the Company's business partners. All employees should treat Material Nonpublic Information about the Company's business partners with the same care required with respect to information related directly to the Company.
Page 6 of NUMPAGES \* Arabic \* MERGEFORMAT 9 Adopted by Board of Directors 2/9/2023
Exhibit 19.1
Insider Trading Policy
Certain Exceptions
For purposes of this Policy, the Company considers the exercise of stock options for cash under the Company's stock option plans or the purchase of shares under the Company's employee stock purchase plan (but, in each case, not the sale of any such shares) exempt from this Policy, since the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement or the plan.
The trading restrictions in this Policy do not apply to transactions under a pre-existing written plan, contract, instruction, or arrangement under Rule 10b5-1 under the Securities Exchange Act of 1934 (an “Approved 10b5-1 Plan”) that:
Page 7 of NUMPAGES \* Arabic \* MERGEFORMAT 9 Adopted by Board of Directors 2/9/2023
Exhibit 19.1
Insider Trading Policy
Additional Information - Directors and Officers
Directors and officers of the Company must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the U.S. Securities Exchange Act of 1934, as amended. The practical effect of these provisions is that officers and directors who purchase and sell the Company's securities within a six-month period must disgorge all profits (which includes the avoidance of a loss) to the Company whether or not they had knowledge of any Material Nonpublic Information. Under these provisions, and so long as certain other criteria are met, neither the receipt of an option under the Company's option plans, or the exercise of that option, nor the receipt of stock under the Company's employee stock purchase plan is deemed a purchase under Section 16; however, the sale of any such shares is a sale under Section 16. Moreover, no officer or director may ever make a short sale of the Company's stock.
_______________________________________________
Scope This policy applies to all Crawford employees. Failure to comply with this policy may result in disciplinary action up to and including termination.
__________________________________________________________________
Contact For more information on this policy, contact the General Counsel or the Global Ethics and Compliance Office.
_________________________________________________________________
Page 8 of NUMPAGES \* Arabic \* MERGEFORMAT 9 Adopted by Board of Directors 2/9/2023
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/06/23 Crawford & Co. 10-K 12/31/22 122:30M Donnelley … Solutions/FA 8/08/22 Crawford & Co. S-8 8/08/22 6:210K Toppan Merrill/FA 4/08/22 Crawford & Co. DEF 14A 5/13/22 1:6.1M Toppan Merrill/FA 3/15/22 Crawford & Co. 10-K 12/31/21 129:30M Donnelley … Solutions/FA 11/08/21 Crawford & Co. 10-Q 9/30/21 79:18M Donnelley … Solutions/FA 3/04/21 Crawford & Co. 10-K 12/31/20 129:29M ActiveDisclosure/FA 11/02/20 Crawford & Co. 10-Q 9/30/20 85:16M ActiveDisclosure/FA 4/27/20 Crawford & Co. 8-K:5,9 4/21/20 5:300K Toppan Merrill/FA 4/09/19 Crawford & Co. DEF 14A 5/08/19 1:3.4M Toppan Merrill/FA 4/07/16 Crawford & Co. DEF 14A 5/11/16 1:1.6M Donnelley … Solutions/FA 11/06/14 Crawford & Co. S-8 11/06/14 5:105K Donnelley … Solutions/FA 3/14/08 Crawford & Co. 10-K 12/31/07 30:1.9M Donnelley … Solutions/FA 5/14/07 Crawford & Co. 8-K:5,9 5/11/07 2:26K Bowne of Atlanta Inc./FA |