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x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
|
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
WISCONSIN
|
39-1672779
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
100 MANPOWER PLACE
MILWAUKEE, WISCONSIN
|
53212
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of Exchange on which registered
|
Common Stock, $.01 par value
|
New York Stock Exchange
|
•
|
our articles of incorporation and bylaws;
|
•
|
our ManpowerGroup Code of Business Conduct and Ethics;
|
•
|
our Corporate Governance Guidelines;
|
•
|
the charters of the Audit, Executive Compensation and Human Resources and Nominating and Governance Committees of the Board of Directors;
|
•
|
our guidelines for selecting board candidates;
|
•
|
our categorical standards for relationships deemed not to impair independence of non-employee directors;
|
•
|
our policy on services provided by independent auditors; and
|
•
|
our regular update on corporate social responsibility.
|
|
•
|
regulation of the employer/employee relationship between the firm and its temporary and contract employees;
|
|
•
|
registration, licensing, record keeping and reporting requirements; and
|
|
•
|
substantive limitations on the operations or the use of temporary and contract employees by clients.
|
|
•
|
cost structure of subsidiaries;
|
|
•
|
management turnover;
|
|
•
|
reorganizations;
|
|
•
|
material changes in the demand from larger clients, including clients with which we have national, multi-national, or sole-supplier arrangements;
|
|
•
|
availability of workers with the skills required by clients;
|
|
•
|
increases in the wages paid to our associates;
|
|
•
|
competitive market pressures, including pricing pressures;
|
|
•
|
inability to pass along direct cost increases to clients;
|
|
•
|
our ability to successfully invest in and implement information systems;
|
|
•
|
unanticipated technological changes, including obsolescence or impairment of information systems;
|
|
•
|
our ability to successfully expand into new markets or offer new service lines;
|
|
•
|
changes in client attitudes toward the use of staffing services;
|
|
•
|
changes in demand for our specialized services and outplacement services;
|
|
•
|
government, tax or regulatory policies adverse to the employment services industry;
|
|
•
|
general economic conditions in domestic and international markets;
|
|
•
|
interest rate and exchange rate fluctuations;
|
|
•
|
difficulties related to acquisitions, including integrating the acquired companies and achieving the expected benefits;
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|
•
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impairments to the carrying value of acquisitions and other investments resulting from poor financial performance or other factors;
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|
•
|
the risk factors disclosed below; and
|
|
•
|
other factors that may be disclosed from time to time in our SEC filings or otherwise.
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Name of Officer
|
Office
|
Jeffrey A. Joerres
Age 53
|
Chairman of ManpowerGroup since May 2001. Chief Executive Officer of ManpowerGroup since November 2012. President and Chief Executive Officer of ManpowerGroup from April 1999 to November 2012. A director of Johnson Controls, Inc. and the Federal Board Reserve of Chicago. A director of ManpowerGroup for more than five years. An employee of ManpowerGroup since July 1993.
|
Jonas Prising
Age 48
|
ManpowerGroup President since November 2012. President of ManpowerGroup – The Americas since January 2009. Executive Vice President of ManpowerGroup from January 2009 to November 2012. Executive Vice President of ManpowerGroup, President – United States and Canadian Operations from January 2006 to December 2008. An employee of ManpowerGroup since June 1999.
|
Darryl Green
Age 52
|
ManpowerGroup President since November 2012. President of Asia Pacific and Middle East Operations since January 2009. Executive Vice President of ManpowerGroup from January 2009 to November 2012. Executive Vice President of ManpowerGroup, President – Asia-Pacific Operations from May 2007 to December 2008. Prior to joining ManpowerGroup, served as CEO of Tata Teleservices. Previously, CEO of Vodafone Japan, a publicly listed mobile services provider. An employee of ManpowerGroup since May 2007.
|
Michael J. Van Handel
Age 53
|
Executive Vice President, Chief Financial Officer of ManpowerGroup since January 2008. Executive Vice President, Chief Financial Officer and Secretary of ManpowerGroup from April 2002 to January 2008. An employee of ManpowerGroup since May 1989. A director of BMO Financial Corp. and Cellular Dynamics International, Inc.
|
Hans Leentjes
Age 47
|
Executive Vice President of ManpowerGroup, President – Northern Europe since January 2011. Regional Managing Director of EMEA’s Central Region from January 2009 to December 2010. Country Manager of the Netherlands from March 2005 to December 2008. An employee of ManpowerGroup since March 2005. A director of ABU, the Dutch Association of temporary work agencies, from 2006 to June 2011.
|
Owen J. Sullivan
Age 55
|
Executive Vice President of ManpowerGroup, President of Specialty Brands since April 2011. Executive Vice President of ManpowerGroup, and Chief Executive Officer of Right Management from January 2005 to December 2010. An employee of ManpowerGroup since April 2003. A director of Journal Communications since 2007.
|
Mara E. Swan
Age 53
|
Executive Vice President - Global Strategy and Talent since January 2009. Senior Vice President of Global Human Resources from August 2005 to December 2008. Prior to ManpowerGroup, served as Chief People Officer for the Molson Coors Brewing Company for its global operations. An employee of ManpowerGroup since August 2005.
|
Richard D. Buchband
Age 49
|
Senior Vice President, General Counsel and Secretary of ManpowerGroup since January 2013. Prior to joining ManpowerGroup, a partner and Associate General Counsel for Accenture plc from 2006 to 2011. An employee of ManpowerGroup since January 2013.
|
(a)
|
preparation and/or review of tax returns, including sales and use tax, excise tax, income tax, local tax, property tax, and value-added tax;
|
(b)
|
consultation regarding appropriate handling of items on tax returns, required disclosures, elections and filing positions available to us;
|
(c)
|
assistance with tax audits and examinations, including providing technical advice on technical interpretations, applicable laws and regulations, tax accounting, foreign tax credits, foreign income tax, foreign earnings and profits, United-States treatment of foreign subsidiary income, and value-added tax, excise tax or equivalent taxes in foreign jurisdictions;
|
(d)
|
advice and assistance with respect to transfer pricing matters, including the preparation of reports used by us to comply with taxing authority documentation requirements regarding royalties and inter-company pricing, and assistance with tax exemptions; and
|
(e)
|
audit services with respect to certain procedures for governmental requirements and providing a comfort letter for our Euro notes.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
|||||||||||
|
Total number of
shares purchased
|
|
Average
price paid
per share
|
|
Total number of
shares purchased
as part of publicly
announced plan
|
|
Maximum
number of shares
that may yet be
purchased
|
||||
October 1 - 31, 2012
|
606,382
|
|
$
|
37.34
|
|
606,382
|
|
1,833,978
|
|||
November 1 - 30, 2012
|
|
574,796
|
|
37.34
|
|
574,796
|
|
1,259,182
|
|||
December 1 - 31, 2012
|
|
1,303,939
|
(1)
|
39.61
|
|
1,259,182
|
|
8,000,000
|
(1)
|
44,757 shares of common stock were withheld by ManpowerGroup to satisfy tax withholding obligations on shares acquired by an officer in settlement of restricted stock.
|
|
(a)
|
Executive Officers. Reference is made to “Executive Officers of ManpowerGroup” in Part I after Item 4.
|
|
(b)
|
Directors. The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on April 30, 2013 under the caption “Election of Directors,” which information is hereby incorporated herein by reference.
|
|
(c)
|
The board of directors has determined that Edward J. Zore, chairman of the audit committee, is an “audit committee financial expert.” Mr. Zore is “independent” as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934.
|
|
(d)
|
Audit Committee. The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on April 30, 2013 under the caption “Meetings and Committees of the Board,” which information is hereby incorporated herein by reference.
|
|
(e)
|
Section 16 Compliance. The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on April 30, 2013 under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” which information is hereby incorporated herein by reference.
|
|
(f)
|
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. We have posted the Code on our Internet website at www.manpowergroup.com.
|
Page Number(s)
in Annual Report
to Shareholders
|
||
Consolidated Financial Statements (data incorporated by reference from the attached Annual Report to Shareholders):
|
||
Reports of Independent Registered Public Accounting Firm
|
48-49
|
|
|
||
Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010
|
50
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010 | 50 | |
Consolidated Balance Sheets as of December 31, 2012 and 2011
|
51
|
|
|
||
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010
|
52
|
|
|
||
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2012, 2011 and 2010
|
53
|
|
Notes to Consolidated Financial Statements
|
|
54-82
|
|
See (c) below.
|
(c) Exhibits.
|
|
3.1
|
Amended and Restated Articles of Incorporation of the Company effective as of February 28, 1991, as amended on May 8, 2001, April 28, 2010 and January 1, 2013, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
|
3.2
|
Amended and Restated By-laws of the Company effective as of April 28, 2010, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
|
3.3
|
Amendment to Article IV. of the Amended and Restated By-Laws of the Company, incorporated by reference to the Company’s Current Report on Form 8-K dated November 15, 2012.
|
4.1
|
Fiscal and Paying Agency Agreement between the Company and Citibank, N.A. as Fiscal Agent, Principal Paying Agent, Registrar and Transfer Agent and Citibank International PLC as Irish Paying Agent, dated as of June 14, 2006 (including the form of Note attached thereto as Schedule 1), incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
|
4.2
|
Fiscal and Paying Agency Agreement between the Company and Citibank, N.A., as Fiscal Agent, Principal Paying Agent and Registrar and Transfer Agent, dated as of June 22, 2012 (including the form of Note attached thereto as Schedule I), incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
|
10.1
|
Amended and Restated Manpower Inc. Senior Management Performance-Based Deferred Compensation Plan, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. **
|
10.2(a)
|
Five-Year Credit Agreement dated as of October 5, 2011 among the Company, the initial lenders named therein, Citibank, N.A., as Administrative Agent, BNP Paribas, as Syndication Agent, JPMorgan Chase Bank, N.A., U.S. Bank, National Association and RBS Citizens, N.A., as Documentation Agents and Citigroup Global Markets Inc., BNP Paribas Securities Corp. and JPMorgan Securities LLC as Joint Lead Arrangers and Book Managers, incorporated by reference to the Company’s Current Report on Form 8-K dated October 5, 2011.
|
10.4
|
Manpower Savings Related Share Option Scheme. **
|
10.5
|
Manpower 1990 Employee Stock Purchase Plan (Amended and Restated effective April 26, 2005), incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
|
10.6
|
Manpower Retirement Plan, as amended and restated effective as of March 1, 1989, incorporated by reference to Form 10-K of Manpower PLC, SEC File No. 0-9890, filed for the fiscal year ended October 31, 1989. **
|
10.7
|
1994 Executive Stock Option and Restricted Stock Plan of Manpower Inc. (Amended and Restated October 29, 2002), incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. **
|
10.8(a)
|
Manpower Inc. Corporate Senior Management Incentive Plan dated as of May 2, 2007, incorporated by reference to the Company’s Current Report on Form 8-K dated May 2, 2007. **
|
10.8(b)
|
Manpower Inc. Corporate Senior Management Annual Incentive Pool Plan, incorporated by reference to Appendix C to the Proxy Statement on Schedule 14A filed on March 23, 2011 in connection with the 2011 Annual Meeting of the Shareholders of the Company.**
|
10.9(a)
|
Compensation Agreement between Jeffrey A. Joerres and the Company dated as of February 16, 2011, incorporated by reference to the Company’s Current Report on Form 8-K/A dated February 16, 2011. **
|
10.9(b)
|
Severance Agreement between Jeffrey A. Joerres and the Company dated as of February 16, 2011, incorporated by reference to the Company’s Current Report on Form 8-K/A dated February 16, 2011. **
|
10.10(a)
|
Compensation Agreement between Michael J. Van Handel and the Company dated as of February 16, 2011, incorporated by reference to the Company’s Current Report on Form 8-K/A dated February 16, 2011. **
|
10.10(b)
|
Severance Agreement between Michael J. Van Handel and the Company dated as of February 16, 2011, incorporated by reference to the Company’s Current Report on Form 8-K/A dated February 16, 2011. **
|
10.12(a)
|
Amended and Restated Assignment Agreement by and among the Company and Jonas Prising dated as of December 29, 2008, incorporated by reference to the Company’s Current Report on Form 8-K dated December 29, 2008. **
|
10.12(b)
|
Amendment to Assignment Agreement between the Company and Jonas Prising dated March 7, 2011, incorporated by reference to the Company’s Current Report on Form 8-K dated March 7, 2011.**
|
10.12(c)
|
Employment Agreement between Francoise Gri and the Company dated as of February 15, 2007, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. **
|
10.12(d)
|
Letter Agreement between Darryl Green and the Company dated as of April 4, 2007, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. **
|
10.13(a)
|
Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2003 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective February 16, 2011), incorporated by reference to the Company’s Current Report on Form 8-K dated February 16, 2011. **
|
10.13(b)
|
Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2011 Equity Incentive Plan (Amended and Restated Effective February 16, 2011), incorporated by reference to the Company’s Current Report on Form 8-K dated May 3, 2011. **
|
10.13(c)
|
Manpower Inc. Compensation for Non-Employee Directors (Amended and Restated Effective February 16, 2011), incorporated by reference to the Company’s Current Report on Form 8-K dated February 16, 2011. **
|
10.13(d)
|
Amended and Restated Severance Agreement between Jonas Prising and the Company dated as of February 15, 2012, incorporated by reference to the Company’s Current Report on Form 8-K dated February 15, 2012.
|
10.13(e)
|
Amended and Restated Severance Agreement dated July 31, 2012 between the Company and Owen Sullivan, incorporated by reference to the Company’s Current Report on Form 8-K dated July 31, 2012.
|
10.13(f)
|
Amended and Restated Severance Agreement between Mara Swan and the Company dated as of February 15, 2012, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
|
10.13(g)
|
Severance Agreement dated December 31, 2010 between the Company and Darryl Green, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011. **
|
10.13(h)
|
Severance Agreement dated February 13 2013 between the Company and Richard Buchband. **
|
10.13(i)
|
2003 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective April 28, 2009), incorporated by reference to the Company’s Registration Statement on Form S-8 dated September 4, 2009. **
|
10.13(j)
|
Amendment of Manpower Inc. 2003 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. **
|
10.13(k)
|
2011 Equity Incentive Plan of Manpower Inc., incorporated by reference to Appendix D to the Proxy Statement on Schedule 14A filed on March 23, 2011 in connection with the 2011 Annual Meeting of the Shareholders of the Company.**
|
10.13(l)
|
Form of Indemnification Agreement, incorporated by reference to the Company’s Current Report on Form 8-K dated October 31, 2006.
|
10.14(a)
|
Form of Nonstatutory Stock Option Agreement, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. **
|
10.14(b)
|
2010 Form of Performance Share Unit Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. **
|
10.14(c)
|
2012 Form of Performance Share Unit Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. **
|
10.14(d)
|
Amended Offer Letter between Hans Leentjes and the Company dated as of May 10, 2011, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. **
|
10.14(e)
|
Severance Agreement between Hans Leentjes and the Company dated as of January 10, 2011, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011. **
|
10.14(f)
|
Form of Restricted Stock Agreement (CEO Form), incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. **
|
10.14(g)
|
Form of Restricted Stock Unit Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. **
|
10.14(h)
|
Form of Career Share Unit Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. **
|
10.14(i)
|
Form of Stock Option Agreement under 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
|
10.14(j)
|
Form of Restricted Stock Unit Agreement under 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
|
10.14(k)
|
Form of Performance Share Unit Agreement under 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
|
12.1
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
|
13
|
2012 Annual Report to Shareholders. Pursuant to Item 601(b)(13) of Regulation S-K, the portions of the Annual Report incorporated by reference in this Form 10-K are filed as an exhibit hereto.
|
21
|
Subsidiaries of the Company.
|
23.1
|
Consent of Deloitte & Touche LLP.
|
24
|
Power of Attorney.
|
31.1
|
Certification of Jeffrey A. Joerres, Chairman and Chief Executive Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
Certification of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
Statement of Jeffrey A. Joerres, Chairman and Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350.
|
32.2
|
Statement of Michael J. Van Handel, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350.
|
101
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements and (vii) Schedule II – Valuation and Qualifying Accounts.
|
**
|
Management contract or compensatory plan or arrangement.
|
MANPOWERGROUP INC.
|
|||
By:
|
/s/ Jeffrey A. Joerres
|
||
Jeffrey A. Joerres
Chairman and Chief Executive Officer
|
|||
Date:
|
February 22, 2013
|
Name
|
Title
|
Date
|
/
s/ Jeffrey A. Joerres
Jeffrey A. Joerres
|
Chairman, Chief Executive Officer and a Director
(Principal
Executive Officer)
|
February 22, 2013
|
/s/ Michael J. Van Handel
Michael J. Van Handel
|
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
February 22, 2013
|
February 22, 2013
|
|||
By:
|
/s/ Richard Buchband
|
||
Richard Buchband
Attorney-In-Fact*
|
*
|
Pursuant to authority granted by powers of attorney, copies of which are filed herewith.
|
Balance at
Beginning
of Year
|
Provisions
Charged to
Earnings
|
Write-Offs
|
Translation
Adjustments
|
Reclassifications
and Other
|
Balance
at End
of Year
|
|||||||||||||||||||
2012
|
$
|
108.6
|
$
|
29.2
|
$
|
(23.2
|
)
|
$
|
2.9
|
$
|
0.5
|
$
|
118.0
|
|||||||||||
2011
|
111.6
|
25.9
|
(25.0
|
)
|
(4.7
|
)
|
0.8
|
108.6
|
||||||||||||||||
2010
|
118.3
|
28.9
|
(33.5
|
)
|
(5.1
|
)
|
3.0
|
111.6
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|