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1: 10-K Annual Report HTML 2.74M
2: EX-21 Subsidiaries List HTML 324K
3: EX-23 Consent of Expert or Counsel HTML 38K
4: EX-24 Power of Attorney HTML 48K
7: EX-97 Clawback Policy re: Recovery of Erroneously HTML 55K Awarded Compensation
5: EX-31 Certification -- §302 - SOA'02 HTML 47K
6: EX-32 Certification -- §906 - SOA'02 HTML 42K
13: R1 Cover Page HTML 120K
14: R2 Audit Information HTML 43K
15: R3 Consolidated Statements of Earnings HTML 157K
16: R4 Consolidated Statements of Earnings HTML 43K
(Parenthetical)
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18: R6 Consolidated Balance Sheets HTML 162K
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20: R8 Consolidated Statements of Equity HTML 129K
21: R9 Consolidated Statements of Equity (Parenthetical) HTML 41K
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23: R11 Summary Of Significant Accounting Policies HTML 88K
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31: R19 Leases HTML 60K
32: R20 Goodwill And Other Intangibles HTML 83K
33: R21 Financial Instruments HTML 73K
34: R22 Short-Term Borrowings And Lines Of Credit HTML 47K
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36: R24 Pension and Postretirement Plans HTML 208K
37: R25 Contingent Liabilities and Commitments HTML 43K
38: R26 Income Taxes HTML 107K
39: R27 Stock-Based Compensation HTML 132K
40: R28 Common and Preferred Stock HTML 44K
41: R29 Accumulated Other Comprehensive Income (Loss) HTML 64K
42: R30 Business Segments Information HTML 213K
43: R31 Other Financial Data HTML 76K
44: R32 Quarterly Financial Information (Unaudited) HTML 94K
45: R33 Subsequent Events HTML 40K
46: R34 Pay vs Performance Disclosure HTML 51K
47: R35 Insider Trading Arrangements HTML 44K
48: R36 Summary Of Significant Accounting Policies HTML 104K
(Policies)
49: R37 Summary Of Significant Accounting Policies HTML 57K
(Tables)
50: R38 Revenue Recognition (Tables) HTML 45K
51: R39 Weighted-Average Common Shares (Tables) HTML 46K
52: R40 Acquisitions and Divestitures (Tables) HTML 71K
53: R41 Discontinued Operations (Tables) HTML 137K
54: R42 Other Deductions, Net (Tables) HTML 53K
55: R43 Restructuring Costs (Tables) HTML 80K
56: R44 Equity Method Investment and Note Receivable HTML 51K
(Tables)
57: R45 Leases (Tables) HTML 63K
58: R46 Goodwill And Other Intangibles (Tables) HTML 87K
59: R47 Financial Instruments (Tables) HTML 71K
60: R48 Short-Term Borrowings And Lines Of Credit (Tables) HTML 46K
61: R49 Long-Term Debt (Tables) HTML 64K
62: R50 Pension and Post Retirement Plans (Tables) HTML 201K
63: R51 Income Taxes (Tables) HTML 110K
64: R52 Stock-Based Compensation (Tables) HTML 129K
65: R53 Accumulated Other Comprehensive Income (Loss) HTML 64K
(Tables)
66: R54 Business Segments Information (Tables) HTML 196K
67: R55 Other Financial Data (Tables) HTML 82K
68: R56 Quarterly Financial Information (Unaudited) HTML 93K
(Tables)
69: R57 Summary Of Significant Accounting Policies - HTML 44K
Schedule of Inventory (Details)
70: R58 Summary Of Significant Accounting Policies - HTML 65K
Summary of Property, Plant and Equipment (Details)
71: R59 Summary Of Significant Accounting Policies - HTML 57K
Narrative (Details)
72: R60 Revenue Recognition - Schedule of Contract Assets HTML 44K
and Contract Liabilities (Details)
73: R61 Revenue Recognition - Narrative (Details) HTML 53K
74: R62 Weighted-Average Common Shares - Schedule Of Basic HTML 45K
And Diluted Earnings Per Common Share
Reconciliation (Details)
75: R63 Acquisitions And Divestitures - Narrative HTML 167K
(Details)
76: R64 Acquisitions and Divestitures - Purchase Price HTML 48K
Consideration (Details)
77: R65 Acquisitions And Divestitures - Schedule of HTML 79K
Recognized Identifies Assets Acquired and
Liabilities Assumed (Details)
78: R66 Acquisitions and Divestitures - Finite-Lived and HTML 55K
Indefinite-Lived Intangible Assets Acquired as
Part of Business Combination (Details)
79: R67 Acquisitions and Divestitures - Business HTML 46K
Acquisition, Pro Forma Information (Details)
80: R68 Discontinued Operations - Narrative (Details) HTML 90K
81: R69 Discontinued Operations - Financial Results HTML 70K
(Details)
82: R70 Discontinued Operations - Carrying Amounts of HTML 87K
Major Assets and Liabilities, Classified as
Held-For-Sale (Details)
83: R71 Discontinued Operations - Net Cash from Operating HTML 50K
and Investing Activities (Details)
84: R72 Other Deductions, Net (Details) HTML 74K
85: R73 Restructuring Costs - Narrative (Details) HTML 54K
86: R74 Restructuring Costs - Schedule Of Restructuring HTML 64K
Expense by Segment (Details)
87: R75 Restructuring Costs - Schedule of Restructuring HTML 53K
Reserve by Type of Cost (Details)
88: R76 Equity Method Investment and Note Receivable - HTML 79K
Narrative (Details)
89: R77 Equity Method Investment and Note Receivable - HTML 132K
Summarized Financial Information (Details)
90: R78 Leases - Schedule of Operating Lease Costs HTML 42K
(Details)
91: R79 Leases - Narrative (Details) HTML 53K
92: R80 Leases - Right of Use Assets and Operating Lease HTML 50K
Liabilities (Details)
93: R81 Leases - Schedule of Future Maturities of HTML 59K
Operating Lease Liabilities (Details)
94: R82 Goodwill And Other Intangibles - Schedule Of HTML 68K
Change In Carry Amount Of Goodwill By Business
Segment (Details)
95: R83 Goodwill And Other Intangibles (Schedule Of Gross HTML 54K
Carrying Amount And Accumulated Amortization Of
Identifiable Intangible Assets By Major Class)
(Details)
96: R84 Goodwill and Other Intangibles - Narrative HTML 52K
(Details)
97: R85 Financial Instruments - Narrative (Details) HTML 70K
98: R86 Financial Instruments - Schedule Of Derivative HTML 78K
Instruments (Details)
99: R87 Financial Instruments - Schedule Of Fair Values Of HTML 50K
Derivative Contracts Outstanding (Details)
100: R88 Short-Term Borrowings And Lines Of Credit - HTML 46K
Schedule Of Short-Term Debt And Current Maturities
Of Long-Term Debt (Details)
101: R89 Short-Term Borrowings And Lines Of Credit - HTML 42K
Narrative (Details)
102: R90 Long-Term Debt - Schedule of Long-Term Debt HTML 97K
(Details)
103: R91 Long-Term Debt - Narrative (Details) HTML 80K
104: R92 Retirement Plans - Schedule of Retirement Plans HTML 64K
Expense (Details)
105: R93 Retirement Plans - Narrative (Details) HTML 121K
106: R94 Retirement Plans - Reconciliations of Actuarial HTML 114K
Present Value of Projected Benefit Obligations and
Fair Value of Plan Assets for Defined Benefit
Pension Plans (Details)
107: R95 Retirement Plans - Schedule of Weighted-Average HTML 60K
Assumptions used in Valuations of Pension Benefits
(Details)
108: R96 Retirement Plans - Schedule of Asset Allocations HTML 71K
and Weighted-Average Target Allocations (Details)
109: R97 Retirement Plans - Schedule of Fair Values of HTML 94K
Defined Benefit Plan Assets Organized by Asset
Class and Fair Value Hierarchy of ASC 820
(Details)
110: R98 Contingent Liabilities and Commitments - Narrative HTML 41K
(Details)
111: R99 Income Taxes - Schedule of Pretax Earnings from HTML 48K
Continuing Operations (Details)
112: R100 Income Taxes - Schedule of Principal Components of HTML 59K
Income Tax Expense (Details)
113: R101 Income Taxes - Schedule of Reconciliations of the HTML 63K
U.S. Federal Statutory Tax Rate (Details)
114: R102 Income Taxes - Narrative (Details) HTML 64K
115: R103 Income Taxes - Schedule of Unrecognized Tax HTML 54K
Benefits (Details)
116: R104 Income Taxes - Schedule of Deferred Income Tax HTML 72K
Assets and Liabilities (Details)
117: R105 Stock-Based Compensation - Schedule of Share-Based HTML 62K
Payment Arrangement, Cost by Plan (Details)
118: R106 Stock-Based Compensation - Narrative (Details) HTML 147K
119: R107 Stock-Based Compensation - Schedule of Performance HTML 58K
Share Payout Information (Details)
120: R108 Stock-Based Compensation - Schedule of Changes in HTML 62K
Incentive Awards Outstanding (Details)
121: R109 Stock-Based Compensation - Schedule of HTML 52K
Supplemental Information for Incentive Awards
(Details)
122: R110 Stock-Based Compensation - Schedule of Changes in HTML 75K
Shares Subject to Options (Details)
123: R111 Stock-Based Compensation - Schedule of Cash HTML 54K
Proceeds Received and Tax Benefit from Share-based
Payment Awards, Options (Details)
124: R112 Stock-Based Compensation - Summary of Stock Option HTML 101K
Activity (Details)
125: R113 Stock-Based Compensation - Share-Based Payment HTML 68K
Arrangement, Restricted Stock Unit, Activity
(Details)
126: R114 Common and Preferred Stock (Details) HTML 52K
127: R115 Accumulated Other Comprehensive Income (Loss) HTML 101K
(Details)
128: R116 Business Segments Information - Narrative HTML 75K
(Details)
129: R117 Business Segments Information - Results of HTML 123K
Operations by Business Segments (Details)
130: R118 Business Segments Information - Financial HTML 67K
Information (Details)
131: R119 Business Segments Information - Financial HTML 141K
Information by Geographic Area (Details)
132: R120 Other Financial Data - Other Items Reported In HTML 43K
Earnings (Details)
133: R121 Other Financial Data - Depreciation and HTML 60K
Amortization Expense Components (Details)
134: R122 Other Financial Data - Other Assets (Details) HTML 54K
135: R123 Other Financial Data - Accrued Expenses (Details) HTML 52K
136: R124 Other Financial Data - Other Liabilities (Details) HTML 53K
137: R125 Quarterly Financial Information (Unaudited) - HTML 97K
Schedule of Quarterly Financial Information
(Details)
138: R126 Subsequent Events (Details) HTML 66K
141: XML IDEA XML File -- Filing Summary XML 269K
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140: EXCEL IDEA Workbook of Financial Report Info XLSX 290K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Board of Directors of the Company (the "Board")
has adopted this Incentive Compensation Recovery Policy (this "Policy") to comply with NYSE Listed Company Rule 303A.14, which provides for the recovery of certain executive compensation in the event of an Accounting Restatement resulting from material noncompliance with financial reporting requirements under the U.S. federal securities laws.
II. Administration
This Policy shall be administered by the Committee. Any determinations made by the Committee shall be final and binding on all affected individuals.
III. Definitions
For
purposes of this Policy, the following capitalized terms shall have the meanings set forth below:
(a) “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal 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 (a “Big R” restatement), or that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
(b)
“Recovery Eligible Incentive-based Compensation” means, in connection with an Accounting Restatement and with respect to each individual who served as a Covered Executive at any time during the applicable performance period for any Incentive-based Compensation (whether or not such Covered Executive is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), all Incentive-based Compensation Received by such Covered Executive (i) on or after the Effective Date, (ii) after beginning service as a Covered Executive, (iii) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (iv) during the applicable Recovery Period.
(c) “Recovery
Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(d) “Committee” means the Compensation Committee of the Board.
(e) “Covered Executives” means the Company's current and former
Executive Officers, as determined by the Committee in accordance with Section 10D of the Exchange Act and the listing standards of NYSE.
(g) “Erroneously Awarded Compensation” means, with respect to each Covered Executive in connection with an Accounting Restatement, the amount of Recovery Eligible Incentive-based Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts,
computed without regard to any taxes paid.
(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(i) “Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the
Company’s affiliates) who performs similar policy-making functions for the Company. The term “Executive Officer” includes, without limitation, those officers identified by the Company in any disclosure made pursuant to the requirements of Regulation S-K Item 401(b).
(j) “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 all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are
derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
(k) “Incentive-based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
(l) “NYSE” means the New York Stock Exchange.
(m) “Received”
- Incentive-based Compensation shall be deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if payment or grant of the Incentive-based Compensation occurs after the end of that period.
(n) “Restatement Date” means the earlier to occur of (i) (A) the date the Board, or (B) the date a committee of the Board or the officers 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
an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
(o) “SEC” means the U.S. Securities and Exchange Commission.
IV. Repayment of Erroneously Awarded Compensation; Method of Recovery
(a) In
the event of an Accounting Restatement, the Committee shall take reasonably prompt action after the Restatement Date to determine the amount of any Erroneously Awarded Compensation for each Covered Executive in connection with such Accounting Restatement and, thereafter, shall promptly provide each Covered Executive with a written notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable. For Incentive-based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-based Compensation was Received (in which case the
Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the NYSE).
(b) The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously Awarded 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, including without limitation (i) requiring reimbursement of cash Incentive-based Compensation previously paid; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; (iii) offsetting the amount of any Erroneously Awarded Compensation from any compensation otherwise owed by the Company to the Covered Executive; (iv)
cancelling outstanding vested or unvested equity awards; and/or (v) taking any other remedial and recovery action permitted by law. For the avoidance of doubt, except as set forth in Section IV(d) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of a Covered Executive’s obligations hereunder.
(c) To the extent that a Covered Executive fails to repay all Erroneously Awarded Compensation to the Company when due (as determined in accordance with Section IV(b) above), the Company
shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Covered Executive. The applicable Covered Executive shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
(d) Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section IV(b) above if the following conditions are met and the Committee determines
that recovery would be impracticable:
(i) the direct expenses paid to a third party to assist in enforcing this Policy against a Covered Executive would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such attempts and provided such documentation to NYSE;
(ii) recovery would violate home country law where that law was adopted prior to November 28, 2022; provided that, before
determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel (acceptable to NYSE) that recovery would result in such a violation and a copy of the opinion is provided to NYSE; or
(iii) 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 the regulations thereunder.
V. Reporting
and Disclosure
The Company shall file all disclosures with respect to this Policy in accordance with the requirement of the U.S. federal securities laws, including the disclosure required by applicable SEC filings.
VI. No Indemnification
Notwithstanding the terms of any of the Company’s organizational documents, any corporate policy or any contract, the
Company shall not indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation or any claims relating to the Company’s enforcement of its rights under this Policy nor shall the Company pay or reimburse any Covered executive for any insurance premium to cover the loss of any Erroneously Awarded Compensation.
VII. Interpretation
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted
in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or the NYSE.
VIII. Effective Date
This Policy shall be effective as of the Effective Date.
IX. Amendment; Termination
The Board may amend this Policy from time to time in its discretion. The Board may terminate this Policy at any time. Notwithstanding the foregoing, no amendment or termination of this Policy shall be effective if such amendment
or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any U.S. federal securities laws, SEC rule or NYSE rule.
X. Other Recovery Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide
by the terms of this Policy. Any right of recovery under this 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 or pursuant to the terms of any similar policy, whether
or not included in any employment agreement, equity award agreement, or similar agreement, and any other legal remedies or rights available to the Company.
XI. Successors
This
Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Dates Referenced Herein and Documents Incorporated by Reference
