Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.93M
2: EX-4.I Instrument Defining the Rights of Security Holders HTML 67K
3: EX-10.AA Material Contract HTML 80K
4: EX-10.BB Material Contract HTML 116K
5: EX-10.CC Material Contract HTML 113K
6: EX-10.G Material Contract HTML 79K
7: EX-10.L Material Contract HTML 141K
8: EX-10.R Material Contract HTML 83K
9: EX-10.Z Material Contract HTML 161K
10: EX-21 Subsidiaries List HTML 127K
11: EX-23 Consent of Experts or Counsel HTML 68K
12: EX-24 Power of Attorney HTML 78K
16: EX-95 Mine-Safety Disclosure HTML 71K
17: EX-99.C Miscellaneous Exhibit HTML 67K
13: EX-31.A Certification -- §302 - SOA'02 HTML 70K
14: EX-31.B Certification -- §302 - SOA'02 HTML 70K
15: EX-32 Certification -- §906 - SOA'02 HTML 66K
24: R1 Document and Entity Information HTML 98K
25: R2 Statement of Earnings (Loss) HTML 230K
26: R3 Consolidated Statement of Comprehensive Income HTML 114K
(Loss)
27: R4 Statement of Financial Position HTML 250K
28: R5 Statement of Financial Position (Parenthetical) HTML 122K
29: R6 Statement of Cash Flows HTML 276K
30: R7 Statement of Cash Flows (Parenthetical) HTML 64K
31: R8 Basis of Presentation and Summary of Significant HTML 161K
Accounting Policies
32: R9 Businesses Held for Sale and Discontinued HTML 138K
Operations
33: R10 Investment Securities HTML 125K
34: R11 Current Receivables HTML 112K
35: R12 Inventories HTML 72K
36: R13 Ge Capital Financing Receivables and Allowance for HTML 120K
Losses on Financing Receivables
37: R14 Property, Plant and Equipment HTML 123K
38: R15 Acquisitions, Goodwill and Other Intangible Assets HTML 234K
39: R16 Revenues HTML 236K
40: R17 Contract & Other Deferred Assets and Progress HTML 210K
Collections & Deferred Income
41: R18 Borrowings HTML 168K
42: R19 Investment Contracts, Insurance Liabilities and HTML 144K
Insurance Annuity Benefits
43: R20 Postretirement Benefit Plans HTML 456K
44: R21 Income Taxes HTML 254K
45: R22 Shareowners? Equity HTML 200K
46: R23 Other Stock-Related Information HTML 108K
47: R24 Earnings Per Share Information HTML 129K
48: R25 Other Income HTML 84K
49: R26 Fair Value Measurements HTML 212K
50: R27 Financial Instruments HTML 252K
51: R28 Variable Interest Entities HTML 148K
52: R29 Commitments, Guarantees, Product Warranties and HTML 119K
Other Loss Contingencies
53: R30 Cash Flows Information HTML 164K
54: R31 Intercompany Transactions HTML 114K
55: R32 Operating Segments HTML 252K
56: R33 Cost Information HTML 150K
57: R34 Guarantor Financial Information HTML 480K
58: R35 Quarterly Information (Unaudited) HTML 170K
59: R36 Basis of Presentation and Summary of Significant HTML 205K
Accounting Policies (Policies)
60: R37 Businesses Held for Sale and Discontinued HTML 139K
Operations (Tables)
61: R38 Investment Securities (Tables) HTML 115K
62: R39 Current Receivables (Tables) HTML 113K
63: R40 Inventories (Tables) HTML 73K
64: R41 Ge Capital Financing Receivables and Allowance for HTML 158K
Losses on Financing Receivables (Tables)
65: R42 Property, Plant and Equipment (Tables) HTML 123K
66: R43 Acquisitions, Goodwill and Other Intangible Assets HTML 226K
(Tables)
67: R44 Revenues (Tables) HTML 230K
68: R45 Contract & Other Deferred Assets and Progress HTML 205K
Collections & Deferred Income (Tables)
69: R46 Borrowings (Tables) HTML 168K
70: R47 Investment Contracts, Insurance Liabilities and HTML 123K
Insurance Annuity Benefits (Tables)
71: R48 Postretirement Benefit Plans (Tables) HTML 452K
72: R49 Income Taxes (Tables) HTML 266K
73: R50 Shareowners? Equity (Tables) HTML 192K
74: R51 Other Stock-Related Information (Tables) HTML 116K
75: R52 Earnings Per Share Information (Tables) HTML 127K
76: R53 Other Income (Tables) HTML 83K
77: R54 Fair Value Measurements (Tables) HTML 217K
78: R55 Financial Instruments (Tables) HTML 316K
79: R56 Variable Interest Entities (Tables) HTML 142K
80: R57 Commitments, Guarantees, Product Warranties and HTML 87K
Other Loss Contingencies (Tables)
81: R58 Cash Flows Information (Tables) HTML 161K
82: R59 Intercompany Transactions (Tables) HTML 107K
83: R60 Operating Segments (Tables) HTML 254K
84: R61 Cost Information (Tables) HTML 151K
85: R62 Guarantor Financial Information (Tables) HTML 472K
86: R63 Quarterly Information (Unaudited) (Tables) HTML 169K
87: R64 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 64K
ACCOUNTING POLICIES - Financial Statement
Presentation (Details)
88: R65 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 68K
ACCOUNTING POLICIES - Revenues from Sale of
Services (Details)
89: R66 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT HTML 143K
ACCOUNTING POLICIES - Accounting Changes (Details)
90: R67 BUSINESSES HELD FOR SALE AND DISCONTINUED HTML 95K
OPERATIONS - Narrative (Details)
91: R68 BUSINESSES HELD FOR SALE AND DISCONTINUED HTML 120K
OPERATIONS - Financial Information for Assets and
Liabilities of Businesses Held for Sale (Details)
92: R69 BUSINESSES HELD FOR SALE AND DISCONTINUED HTML 160K
OPERATIONS - Financial Information for
Discontinued Operations (Details)
93: R70 INVESTMENT SECURITIES - Schedule of Investment HTML 117K
Securities (Details)
94: R71 INVESTMENT SECURITIES - Narrative (Details) HTML 89K
95: R72 INVESTMENT SECURITIES - Contractual Maturities HTML 89K
(Details)
96: R73 CURRENT RECEIVABLES - Schedule of Current HTML 119K
Receivables (Details)
97: R74 CURRENT RECEIVABLES - Sale of GE Current HTML 76K
Receivables (Details)
98: R75 CURRENT RECEIVABLES - Receivables Facilities HTML 83K
(Details)
99: R76 CURRENT RECEIVABLES - Sold to Others (Details) HTML 67K
100: R77 Inventories (Details) HTML 73K
101: R78 GE CAPITAL FINANCING RECEIVABLES AND ALLOWANCE FOR HTML 79K
LOSSES ON FINANCING RECEIVABLES - Financing
Receivables, Net (Details)
102: R79 GE CAPITAL FINANCING RECEIVABLES AND ALLOWANCE FOR HTML 111K
LOSSES ON FINANCING RECEIVABLES - Net Investment
in Financing Leases (Details)
103: R80 GE CAPITAL FINANCING RECEIVABLES AND ALLOWANCE FOR HTML 83K
LOSSES ON FINANCING RECEIVABLES - Contractual
Maturities (Details)
104: R81 GE CAPITAL FINANCING RECEIVABLES AND ALLOWANCE FOR HTML 90K
LOSSES ON FINANCING RECEIVABLES - Narrative
(Details)
105: R82 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 121K
Property, Plant and Equipment and Depreciable
Lives (Details)
106: R83 PROPERTY, PLANT AND EQUIPMENT - Narrative HTML 72K
(Details)
107: R84 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 78K
Noncancellable Future Rentals Due (Details)
108: R85 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 85K
- Acquisitions (Details)
109: R86 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 119K
- Baker Hughes (Details)
110: R87 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 72K
- Purchase Price (Details)
111: R88 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 137K
- Identifiable Assets Acquired and Liabilities
Assumed (Details)
112: R89 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 102K
- Fair Value of Intangible Assets and Useful Lives
in the Preliminary Purchase Price Allocation
(Details)
113: R90 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 107K
- Changes in Goodwill Balances (Details)
114: R91 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 104K
- Goodwill, Narrative (Details)
115: R92 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 70K
- Other Intangible Assets - Net (Details)
116: R93 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 87K
- Intangible Assets Subject to Amortization
(Details)
117: R94 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 80K
- Other Intangible Assets, Narrative (Details)
118: R95 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 75K
- Estimated 5 Year Amortization (Details)
119: R96 ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS HTML 79K
- Components of Finite-Lived Intangible Assets
Acquired (Details)
120: R97 REVENUES - Disaggregated Equipment and Services HTML 105K
Revenues (Details)
121: R98 REVENUES - Sub-Segment Revenues (Details) HTML 165K
122: R99 REVENUES - Remaining Performance Obligation HTML 69K
(Details)
123: R100 REVENUES - Remaining Performance Obligation HTML 85K
(Percentage and Period) (Details)
124: R101 CONTRACT & OTHER DEFERRED ASSETS AND PROGRESS HTML 131K
COLLECTIONS & DEFERRED INCOME - Schedule of
Contract Assets (Details)
125: R102 CONTRACT & OTHER DEFERRED ASSETS AND PROGRESS HTML 82K
COLLECTIONS & DEFERRED INCOME - Narrative
(Details)
126: R103 CONTRACT & OTHER DEFERRED ASSETS AND PROGRESS HTML 106K
COLLECTIONS & DEFERRED INCOME - Progress
Collections and Deferred Income (Details)
127: R104 BORROWINGS - Schedule of Borrowings (Details) HTML 179K
128: R105 BORROWINGS - Narrative (Details) HTML 67K
129: R106 BORROWINGS - Maturities of Borrowings (Details) HTML 95K
130: R107 INVESTMENT CONTRACTS, INSURANCE LIABILITIES AND HTML 102K
INSURANCE ANNUITY BENEFITS - Schedule of
Investment Contracts, Insurance Liabilities and
Insurance Annuity Benefits (Details)
131: R108 INVESTMENT CONTRACTS, INSURANCE LIABILITIES AND HTML 135K
INSURANCE ANNUITY BENEFITS - Narrative (Details)
132: R109 INVESTMENT CONTRACTS, INSURANCE LIABILITIES AND HTML 75K
INSURANCE ANNUITY BENEFITS - Reinsurance
Recoverables, Net (Details)
133: R110 POSTRETIREMENT BENEFIT PLANS - Pension Benefits HTML 79K
(Details)
134: R111 POSTRETIREMENT BENEFIT PLANS - Cost of Pension HTML 96K
Plans (Details)
135: R112 POSTRETIREMENT BENEFIT PLANS - Assumptions Used to HTML 73K
Measure Pension Benefit Obligations (Details)
136: R113 POSTRETIREMENT BENEFIT PLANS - Assumptions Used to HTML 73K
Measure Pension Cost (Details)
137: R114 POSTRETIREMENT BENEFIT PLANS - Assumptions Used in HTML 72K
Pension Calculations (Details)
138: R115 POSTRETIREMENT BENEFIT PLANS - Funded Status, HTML 77K
Pension Plans (Details)
139: R116 POSTRETIREMENT BENEFIT PLANS - Projected Benefit HTML 98K
Obligation (Pbo) (Details)
140: R117 POSTRETIREMENT BENEFIT PLANS - Composition of Plan HTML 108K
Assets, Pension Plans (Details)
141: R118 POSTRETIREMENT BENEFIT PLANS - Composition of Plan HTML 85K
Assets, Pension Plans (Narrative) (Details)
142: R119 POSTRETIREMENT BENEFIT PLANS - Fair Value of Plan HTML 90K
Assets, Pension Plans (Details)
143: R120 POSTRETIREMENT BENEFIT PLANS - Asset Allocation, HTML 93K
Pension Plans (Details)
144: R121 POSTRETIREMENT BENEFIT PLANS - Amounts Included in HTML 76K
Shareowners' Equity, Pension Plans (Details)
145: R122 POSTRETIREMENT BENEFIT PLANS - Amounts Included in HTML 79K
Shareowners' Equity, Pension Plans (Narrative)
(Details)
146: R123 POSTRETIREMENT BENEFIT PLANS - Funding Policy, HTML 81K
Pension Plans (Details)
147: R124 POSTRETIREMENT BENEFIT PLANS - Estimated Future HTML 81K
Benefit Payments, Pension Plans (Details)
148: R125 POSTRETIREMENT BENEFIT PLANS - Defined HTML 65K
Contribution Plan (Details)
149: R126 POSTRETIREMENT BENEFIT PLANS - Retiree Health and HTML 71K
Life Benefits (Details)
150: R127 POSTRETIREMENT BENEFIT PLANS - Assumptions Used to HTML 75K
Measure Benefit Obligations (Details)
151: R128 POSTRETIREMENT BENEFIT PLANS - Assumptions Used to HTML 72K
Measure Benefit Cost (Details)
152: R129 POSTRETIREMENT BENEFIT PLANS - Funded Status, HTML 74K
Benefit Plans (Details)
153: R130 POSTRETIREMENT BENEFIT PLANS - Accumulated HTML 89K
Postretirement Benefit Obligation (Details)
154: R131 POSTRETIREMENT BENEFIT PLANS - Composition of Plan HTML 71K
Assets, Benefit Plans (Narrative) (Details)
155: R132 POSTRETIREMENT BENEFIT PLANS - Asset Allocation, HTML 83K
Benefit Plans (Details)
156: R133 POSTRETIREMENT BENEFIT PLANS - Amounts Included in HTML 73K
Shareowners' Equity, Benefit Plans (Details)
157: R134 POSTRETIREMENT BENEFIT PLANS - Amounts Included in HTML 75K
Shareowners' Equity, Benefit Plans (Narrative)
(Details)
158: R135 POSTRETIREMENT BENEFIT PLANS - Funding Policy, HTML 70K
Benefit Plans (Details)
159: R136 POSTRETIREMENT BENEFIT PLANS - Estimated Future HTML 78K
Benefit Payments, Benefit Plans (Details)
160: R137 POSTRETIREMENT BENEFIT PLANS - Cost of HTML 110K
Postretirement Benefit Plans and Changes in Other
Comprehensive Income (Details)
161: R138 INCOME TAXES - Narrative (Details) HTML 96K
162: R139 Income Taxes - (Benefit) Provision for Income HTML 80K
Taxes (Details)
163: R140 Income Taxes - Consolidated Earnings (Loss) from HTML 72K
Continuing Operations Before Income Taxes
(Details)
164: R141 INCOME TAXES - Consolidated (Benefit) Provision HTML 83K
for Income Taxes (Details)
165: R142 INCOME TAXES - Income Taxes Paid (Recovered) HTML 70K
(Details)
166: R143 INCOME TAXES - Reconciliation of U.S. Federal HTML 109K
Statutory Income Tax Rate to Actual Income Tax
Rate (Details)
167: R144 INCOME TAXES - Unrecognized Tax Benefits (Details) HTML 80K
168: R145 INCOME TAXES - Unrecognized Tax Benefits HTML 80K
Reconciliation (Details)
169: R146 INCOME TAXES - Components of Net Deferred Income HTML 147K
Tax Assets (Liability) (Details)
170: R147 SHAREOWNERS? EQUITY - Schedule of Shareowners' HTML 261K
Equity (Details)
171: R148 SHAREOWNERS? EQUITY - Shares of GE Preferred Stock HTML 105K
(Details)
172: R149 SHAREOWNERS? EQUITY - Shares of GE Common Stock HTML 82K
(Details)
173: R150 SHAREOWNERS? EQUITY - Schedule of Common Shares HTML 71K
Issued and Outstanding (Details)
174: R151 SHAREOWNERS? EQUITY - Noncontrolling Interests, HTML 94K
Narrative (Details)
175: R152 SHAREOWNERS? EQUITY - Changes to Noncontrolling HTML 86K
Interests (Details)
176: R153 SHAREOWNERS? EQUITY - Redeemable Noncontrolling HTML 76K
Interests, Narrative (Details)
177: R154 SHAREOWNERS? EQUITY - Changes to Redeemable HTML 89K
Noncontrolling Interests (Details)
178: R155 SHAREOWNERS? EQUITY - Other (Details) HTML 71K
179: R156 OTHER STOCK-RELATED INFORMATION - Stock Options HTML 91K
(Narrative) (Details)
180: R157 OTHER STOCK-RELATED INFORMATION - Restricted Stock HTML 68K
(Narrative) (Details)
181: R158 OTHER STOCK-RELATED INFORMATION - Stock-Based HTML 155K
Compensation Activity (Details)
182: R159 OTHER STOCK-RELATED INFORMATION - Schedule of HTML 82K
Compensation Expense, Cash Proceeds and Intrinsic
Value (Details)
183: R160 Earnings Per Share Information (Details) HTML 156K
184: R161 Other Income (Details) HTML 108K
185: R162 FAIR VALUE MEASUREMENTS - Assets and Liabilities HTML 115K
Measured at Fair Value on Recurring Basis
(Details)
186: R163 FAIR VALUE MEASUREMENTS - Schedule of Level 3 HTML 94K
Instruments (Details)
187: R164 FAIR VALUE MEASUREMENTS - Assets Measured at Fair HTML 84K
Value on Nonrecurring Basis (Details)
188: R165 FAIR VALUE MEASUREMENTS - Schedule of Fair Value HTML 74K
Adjustments (Details)
189: R166 FAIR VALUE MEASUREMENTS - Level 3 Measurements - HTML 100K
Significant Unobservable Inputs (Details)
190: R167 FAIR VALUE MEASUREMENTS - Narrative (Details) HTML 77K
191: R168 FINANCIAL INSTRUMENTS - Assets and Liabilities Not HTML 104K
Carried at Fair Value (Details)
192: R169 FINANCIAL INSTRUMENTS - Notional Amount of Loan HTML 71K
Commitments (Details)
193: R170 FINANCIAL INSTRUMENTS - Notional Amount of HTML 64K
Derivatives (Details)
194: R171 FINANCIAL INSTRUMENTS - Fair Value of Derivatives HTML 161K
(Details)
195: R172 FINANCIAL INSTRUMENTS - Effects of Derivatives on HTML 101K
Earnings (Details)
196: R173 FINANCIAL INSTRUMENTS - Cash Flow Hedge Activity HTML 79K
(Details)
197: R174 FINANCIAL INSTRUMENTS - Effects of Derivative on HTML 70K
Earnings (Narrative) (Details)
198: R175 FINANCIAL INSTRUMENTS - Counterparty Credit Risk HTML 83K
(Details)
199: R176 VARIABLE INTEREST ENTITIES - Narrative (Details) HTML 89K
200: R177 VARIABLE INTEREST ENTITIES - Schedule of Assets HTML 147K
and Liabilities of Consolidated VIEs (Details)
201: R178 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 92K
OTHER LOSS CONTINGENCIES - Commitments (Details)
202: R179 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 85K
OTHER LOSS CONTINGENCIES - Guarantees (Details)
203: R180 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 75K
OTHER LOSS CONTINGENCIES - Product Warranties Roll
Forward (Details)
204: R181 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 97K
OTHER LOSS CONTINGENCIES - WMC Legal Matters
(Details)
205: R182 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 72K
OTHER LOSS CONTINGENCIES - Reserve Roll Forward
(Details)
206: R183 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 78K
OTHER LOSS CONTINGENCIES - Alstom Legacy Matters
(Details)
207: R184 COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES AND HTML 65K
OTHER LOSS CONTINGENCIES - Environmental, Health
and Safety Matters (Details)
208: R185 CASH FLOWS INFORMATION - GE Cash Flows Information HTML 121K
(Details)
209: R186 CASH FLOWS INFORMATION - GE Cash Flows Information HTML 85K
(Footnotes) (Details)
210: R187 CASH FLOWS INFORMATION - GE Capital Cash Flows HTML 127K
Information (Details)
211: R188 Intercompany Transactions (Details) HTML 97K
212: R189 OPERATING SEGMENTS - Reconciliation of Revenues HTML 114K
(Details)
213: R190 OPERATING SEGMENTS - Narrative (Details) HTML 76K
214: R191 OPERATING SEGMENTS - Reconciliation of Profit and HTML 166K
Earnings (Details)
215: R192 OPERATING SEGMENTS - Reconciliation of Assets, HTML 119K
Property, Plant and Equipment Additions and
Depreciation and Amortization (Details)
216: R193 OPERATING SEGMENTS - Reconciliation of Interest HTML 73K
and Income Taxes (Details)
217: R194 COST INFORMATION - Research and Development HTML 115K
Expense (Details)
218: R195 COST INFORMATION - Collaborative Arrangements HTML 73K
(Details)
219: R196 COST INFORMATION - Rental Expense (Details) HTML 74K
220: R197 COST INFORMATION - Future Minimum Rental (Details) HTML 94K
221: R198 GUARANTOR FINANCIAL INFORMATION - Condensed HTML 210K
Consolidating Statement of Earnings (Loss) and
Comprehensive Income (Loss) (Details)
222: R199 GUARANTOR FINANCIAL INFORMATION - Condensed HTML 144K
Consolidating Statement of Financial Position
(Details)
223: R200 GUARANTOR FINANCIAL INFORMATION - Condensed HTML 136K
Consolidating Statement of Cash Flows (Details)
224: R201 Quarterly Information (Unaudited) (Details) HTML 165K
226: XML IDEA XML File -- Filing Summary XML 433K
225: EXCEL IDEA Workbook of Financial Reports XLSX 328K
18: EX-101.INS XBRL Instance -- ge-20181231 XML 14.28M
20: EX-101.CAL XBRL Calculations -- ge-20181231_cal XML 734K
21: EX-101.DEF XBRL Definitions -- ge-20181231_def XML 3.24M
22: EX-101.LAB XBRL Labels -- ge-20181231_lab XML 5.04M
23: EX-101.PRE XBRL Presentations -- ge-20181231_pre XML 3.79M
19: EX-101.SCH XBRL Schema -- ge-20181231 XSD 547K
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An annual compensation amount (the “Annual Base Compensation”) payable to Non-Employee Directors (hereafter “Directors”) of General Electric Company (the “Company”) shall be established from time-to-time by the
Company’s Board of Directors (the “Board”). The Board may also establish additional compensation amounts to be provided for the lead independent director and members of certain Board committees (in each case, such additional compensation together with the Annual Base Compensation are collectively referred to as the “Annual Compensation”). The amount of Annual Compensation will be reported annually in the Proxy Statement.
B. Payment of Annual Compensation
1. The Annual Compensation shall be payable in quarterly installments, with each installment payable as promptly as practicable following the last business day of the calendar quarter to which it applies. Quarterly payments shall be pro rated if Board service commences or terminates during a calendar quarter.
2. The Annual Compensation shall
be paid sixty percent (60%) in Deferred Stock Units (“DSUs”) and forty percent (40%) in cash. The number of DSUs to be paid and the terms of the DSUs shall be determined as provided in the following sections of this Plan.
3. Prior to the beginning of the calendar year of their annual election to the Board, Directors who have previously been elected to the Board may elect to receive in DSUs all or part of that portion of his or her Annual Compensation otherwise payable in cash. Notwithstanding the above, within 30 days from the date of their initial election or appointment to the Board, Directors may elect to receive in DSUs all or part of that portion of his or her Annual Compensation otherwise payable in cash; provided, however, that such election shall only apply to Annual Compensation earned in calendar quarters beginning after the date of such election. Such elections shall be irrevocable for the period for
which the director is elected.
4. All DSUs earned with respect to Annual Compensation will be credited to the Director's DSU account (the “DSU Account”) when such Annual Compensation is otherwise payable (the “Payment Date”).
5. The Director’s DSU Account will be credited with the number of DSUs calculated to the nearest thousandths of a DSU, determined by dividing the dollar amount of Annual Compensation to be paid in DSUs on the Payment Date by the average of the closing market price of the Company's common stock as reported on the New York Stock Exchange for the 20 trading days immediately preceding such Payment Date.
II. Administration
of DSU Accounts
A. Consolidation of Prior Deferred Fee Accounts
For Directors serving on the Board on January 1, 2003, the balances of deferred stock units in any deferred fee accounts maintained by the Company under the Company's Non-Employee Director Deferred Fee Plan in effect on December 31, 2002, or predecessors to that plan, shall be deemed to be transferred to the DSU Accounts established under this Plan, and, together with any other amounts specifically credited to a Director's DSU Account, shall be administered under the terms of this Plan. The balances of deferred stock units in any deferred
fee accounts maintained by the Company under the Company’s Non-Employee Director Deferred Fee Plan in effect on December 31, 2002, or predecessors to that plan, for former directors who were not serving on the Board on January 1, 2003 shall be administered under the applicable terms of such prior plan or plans.
B. Crediting With Dividend Equivalents
1. On each dividend payment date, a Director’s DSU Account will be credited with regular quarterly dividend equivalents in the form of additional DSUs determined by multiplying the number of DSUs in the Director's DSU Account on the related dividend
record date by any per share cash dividends declared by the Tracking Company on its common stock and dividing the product by the closing market price of the applicable Tracking Company's common stock as reported on the New York Stock Exchange on such dividend payment date. For purposes of this Plan, “Tracking Company” shall refer to the Company or such other company that the Board designates in connection with an anti-dilution adjustment under section C below, and “New York Stock Exchange” shall refer to, with respect to the Company, the New York Stock Exchange, and with respect to another Tracking Company, the primary stock exchange on which that Company’s common stock is listed.
2
2. The
DSU Accounts will also be credited with DSUs by multiplying the applicable DSUs for each Tracking Company in the Director's DSU Account by any stock dividends declared by the applicable Tracking Company on its common stock.
C. Adjustments
In the event that the Board shall determine that any dividend or other distribution (whether in the form of cash, Company common stock, or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Company common stock or other securities of the Company, issuance of warrants or other rights to purchase Company common stock or other securities of the
Company, or other similar corporate transaction or event constitutes an equity restructuring transaction, as that term is defined in Accounting Standards Codification Topic 718 (or any successor thereto) or otherwise affects the Company’s common stock, then the Board shall adjust the number and type of Company common stock or other securities to which DSUs credited to a Director’s DSU Account relate in a manner that is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
D. Election To Switch DSUs Upon Termination of Board Service
Prior to the end of the calendar year in which Board service terminates, a Director may irrevocably elect to switch up to 100%
of the value of the DSUs in his or her DSU Account into cash, effective on the date one year following termination of Board service (hereafter “First Anniversary Date”). The cash value of each DSU in the Director’s DSU Account on the First Anniversary Date will be equal to the average of the closing market price of the applicable Tracking Company’s common stock as reported on the New York Stock Exchange for the 20 trading days immediately preceding the First Anniversary Date. The cash in the DSU Account will thereafter be credited monthly with interest equivalents based upon the prior calendar month’s average yield for U.S. Treasury notes and bonds with maturities of from ten to twenty years, as published by an official agency to be determined by the Chief Financial Officer and utilized on a consistent year to year basis.
E. Payment of DSU Accounts
1. Form
of Distribution for Director and Survivor Payout Elections for amounts credited to the Director’s DSU Account on or before December 31, 2004
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(a) At any time before the end of the calendar year in which Board service terminates, a Director may elect to have the DSU Account paid: (i) in a lump sum on the First Anniversary Date (or as soon thereafter as practicable); or (ii) in up to ten (10) annual installments, beginning on July 15th following the First Anniversary Date (or as soon thereafter as is practical).
(b) In the event that a Director's service on the Board terminates as a result of death, the beneficiary(s) designated by the Director (or failing such designation, the Director's estate), may elect to have the Director’s
DSU Account: (i) paid out in a lump sum as soon as practicable following the Director’s death; or (ii) paid out in annual installments up to an aggregate of ten (10) annual installments, commencing in the month of July following the Director’s death. In the event of a Director’s death subsequent to termination of Board service, but prior to receiving all entitled deferred payments, the beneficiary(s) designated by the Director (or failing such designation, the Director’s estate), may elect to have the Director’s DSU Account paid out in a lump sum as soon as practicable following the Director’s death.
2. Form of Distribution for Director and Survivor Payout Elections for Post 2004 DSUs.
(a) For amounts credited to the Director’s DSU account after December 31, 2004, the amounts shall be paid in accordance
with the irrevocable election of the Director (lump sum, five year installments or ten year installments) made prior to the beginning of the calendar year of his or her annual election to the Board (or, for a Director serving his or her initial term, made within 30 days of his or her election to the Board). Installment payments shall begin on July 15th following the First Anniversary Date. Lump sum payments shall be made on the First Anniversary Date.
(b) If a Director’s service on the Board terminates as a result of death, payments shall be made upon the Director’s death in the form elected by the Director to the beneficiary(s) designated by the Director (or failing such designation, to the Director’s estate).
(c) In the event of a Director's death subsequent to termination of Board service but prior to receiving all entitled deferred payments, payments shall continue to be
made in the form elected by the Director to the beneficiary(s) designated by the Director (or failing such designation, to the Director’s estate).
3. Determination of Amount of Cash Installment Payments.
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(a) Regardless of whether the Director has elected to convert DSUs to cash value under section D above, all payouts of a Director’s DSU Account will be paid in cash.
(b) The amount of the first cash installment payment shall be a fraction of the value of the DSUs in the Director’s DSU Account on the date of the initial installment payment, the numerator of which is one and the denominator of which is the total number of installments elected. Each subsequent installment shall be calculated in the same
manner as of the date of that installment payment, except that the denominator shall be reduced by the number of installments which have been previously paid.
(c) The value of each DSU in a Director’s DSU Account for purposes of this section II.E will be equal to the average of the closing market price of the applicable Tracking Company’s common stock as reported on the New York Stock Exchange for the 20 trading days immediately preceding the Payment Date.
III. General Provisions
A. Assignability
No right to receive payment under this Plan shall be transferable or assignable by a participant except by will or laws of descent and distribution.
B. Amendment
of the Plan
This Plan may be amended, suspended or terminated at any time by the Board of Directors of the Company. However, no amendment, suspension or termination of the Plan may, without the consent of a participant, alter or impair any of the rights previously granted under the Plan. Any amendment or termination shall comply with the restrictions of Section 409A of the Internal Revenue Code (“Section 409A”) to the extent applicable. No amendment or termination of the Plan may accelerate a scheduled payment of amounts subject to Section 409A, nor may any amendment or termination permit a subsequent deferral of amounts subject to Section 409A.
C. Compliance with 409A; Effective Date
This Plan is intended
to comply with Section 409A of the Internal Revenue Code with respect to amounts accrued after December 31, 2004; provided, however, that the requirements of Section 409A of the Code shall only apply to amounts accrued in excess of amounts accrued and vested on December 31, 2004 (adjusted for earnings on such amounts). The Plan shall be administered and interpreted in a manner consistent with such intent. This Plan is effective as of January 1, 2003.
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Dates Referenced Herein and Documents Incorporated by Reference