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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;
|
•
|
our anti-corruption policy;
|
•
|
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.
|
•
|
volatile or uncertain economic conditions;
|
•
|
any economic recovery may be short-lived and uneven, and may not result in increased demand for our services;
|
•
|
inability to timely respond to the needs of our clients;
|
•
|
competition in the worldwide employment services industry;
|
•
|
inability to effectively implement our business strategy or achieve our objectives;
|
•
|
a loss or reduction in revenues from one or more large clients;
|
•
|
challenges meeting contractual obligations if we or third parties fail to deliver on performance commitments;
|
•
|
failure to keep pace with technological change and marketplace demand in the development and implementation of our services and solutions;
|
•
|
failure to implement strategic technology investments;
|
•
|
loss of key personnel;
|
•
|
competition in labor markets that limits our ability to attract, train and retain the personnel necessary to meet our clients’ staffing needs;
|
•
|
improper disclosure or loss of sensitive or confidential company, employee, associate or client data, including personal data;
|
•
|
political unrest, natural disasters, health crises, infrastructure disruptions, and other risks beyond our control;
|
•
|
failure to comply with the legal regulations in places we do business;
|
•
|
regulatory prohibition or restriction of employment services or the imposition of additional licensing or tax requirements;
|
•
|
failure to comply with anti-corruption and bribery laws;
|
•
|
employment-related legal claims from clients or third parties;
|
•
|
liability resulting from competition law;
|
•
|
our ability to preserve our reputation in the marketplace;
|
•
|
changes in client attitudes toward the use of our services;
|
•
|
inability to maintain effective internal controls;
|
•
|
foreign currency fluctuations;
|
•
|
costs or disruptions resulting from acquisitions we complete;
|
•
|
disruption and increased costs from outsourcing various aspects of our business;
|
•
|
limited ability to protect our thought leadership and other intellectual property;
|
•
|
adverse effects on our operating flexibility resulting from our debt levels;
|
•
|
our failure to comply with restrictive covenants under our revolving credit facilities and other debt instruments;
|
•
|
inability to obtain credit on terms acceptable to us or at all;
|
•
|
the performance of our subsidiaries and their ability to distribute cash to our parent company may vary;
|
•
|
our inability to secure guarantees or letters of credit on acceptable terms;
|
•
|
changes in tax legislation;
|
•
|
provisions under Wisconsin law and our articles of incorporation and bylaws could make the takeover of our company more difficult;
|
•
|
the risk factors disclosed below; and
|
•
|
other factors that may be disclosed from time to time in our SEC filings or otherwise.
|
Name of Officer
|
Office
|
|
|
Jonas Prising
Age 51
|
Chairman of ManpowerGroup as of December 31, 2015. Chief Executive Officer of ManpowerGroup since May 2014. ManpowerGroup President from November 2012 to May 2014. Executive Vice President, President of ManpowerGroup - the Americas from January 2009 to October 2012. Executive Vice President, President – United States and Canadian Operations from January 2006 to December 2008. A director of ManpowerGroup since May 2014. An employee of ManpowerGroup since May 1999. A director of Kohl's Corporation since August 2015.
|
|
|
Darryl Green
Age 55
|
President and Chief Operating Officer of ManpowerGroup since May 2014. ManpowerGroup President from November 2012 to May 2014. Executive Vice President, President of Asia Pacific and Middle East Operations from January 2009 to October 2012. Executive Vice President, President – Asia-Pacific Operations from May 2007 to December 2008. An employee of ManpowerGroup since May 2007.
|
|
|
Michael J. Van Handel
Age 56
|
Senior Executive Vice President of ManpowerGroup since February 2016. Executive Vice President, Chief Financial Officer of ManpowerGroup from January 2008 to February 2016. Executive Vice President, Chief Financial Officer and Secretary from April 2002 to January 2008. An employee of ManpowerGroup since May 1989. A director of BMO Financial Corp since 2006. A director of Cellular Dynamics International, Inc. from 2010 to 2015.
|
|
|
John T. McGinnis
Age 49
|
Executive Vice President, Chief Financial Officer of ManpowerGroup since February 2016. Global Controller of Morgan Stanley from January 2014 to February 2016. Chief Financial Officer, HSBC North America from July 2012 to January 2014. Chief Financial Officer, HSBC Bank USA from July 2010 to January 2014. An employee of ManpowerGroup since February 2016.
|
|
|
Mara E. Swan
Age 56
|
Executive Vice President - Global Strategy and Talent since January 2009. Senior Vice President of Global Human Resources from August 2005 to December 2008. An employee of ManpowerGroup since August 2005. A director of GOJO Industries since November 2012.
|
|
|
Sriram “Ram” Chandrashekar
Age 49
|
Executive Vice President, Operational Excellence and IT, and President of Asia Pacific Middle East Region since February 2014. Senior Vice President of Operational Excellence and IT from October 2012 to February 2014. Chief Operating Officer of Asia Pacific Middle East Region from April 2008 to October 2012. An employee of ManpowerGroup since April 2008.
|
|
|
Richard D. Buchband
Age 52
|
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)
|
advice and assistance with respect to transfer pricing matters, as well as communicating with various taxing authorities regarding the requirements associated with royalties and inter-company pricing, and tax audits;
|
(c)
|
audit services with respect to certain procedures for governmental requirements; and
|
(d)
|
preparation of a comfort letter for our debt offering.
|
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 or programs
|
|
Maximum
number of shares
that may yet be
purchased under the plan or programs
|
|||||
October 1 - 31, 2015
|
|
—
|
|
|
-
|
|
|
-
|
|
|
6,000,000
|
|
|
November 1 - 30, 2015
|
|
179,592
|
|
|
$
|
89.44
|
|
|
179,592
|
|
|
5,820,408
|
|
December 1 - 31, 2015
|
|
502,625
|
|
(1)
|
$
|
85.64
|
|
|
477,360
|
|
|
5,343,048
|
|
(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
May 3, 2016
under the caption “Election of Directors,” which information is hereby incorporated herein by reference.
|
(c)
|
The board of directors has determined that each of Gina R. Boswell, chairman of the audit committee, Roberto Mendoza and Paul Read is an “audit committee financial expert.” Ms. Boswell, Mr. Mendoza and Mr. Read are all “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
May 3, 2016
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
May 3, 2016
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. We intend to satisfy our disclosure requirements under Item 5.05 of Form 8-K, regarding any amendments to, or waiver of, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and controller or our directors by posting such information at this location on our website.
|
Plan category
|
|
Number of
securities to
be
issued upon
exercise of outstanding
options,
warrants and
rights as of
December 31,
2015
|
|
Weighted-average exercise
price of outstanding
options, warrants
and rights as of
December 31,
2015
($)
|
|
Weighted-average
contractual term of outstanding
options, warrants
and rights as of December 31,
2015
(years)
|
|
Number of securities
remaining available for
future issuance under equity
compensation plans as of
December 31, 2015
(excluding securities reflected in the first column)
(1)
|
|||||
Equity compensation plans approved by security holders
|
|
2,505,301
|
|
|
$
|
69.91
|
|
|
3.4
|
|
|
4,442,210
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,505,301
|
|
|
$
|
69.91
|
|
|
3.4
|
|
|
4,442,210
|
|
|
|
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
|
|
43-44
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013
|
|
45
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
|
|
45
|
|
|
|
Consolidated Balance Sheets as of December 31, 2015 and 2014
|
|
46
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
47
|
|
|
|
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2015, 2014 and 2013
|
|
48
|
|
|
|
Notes to Consolidated Financial Statements
|
|
49-82
|
3.1
|
Amended and Restated Articles of Incorporation of ManpowerGroup Inc., incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
|
|
3.2
|
Amended and Restated By-laws of ManpowerGroup Inc., incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.
|
|
|
4.1
|
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.
|
|
|
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 September 11, 2015 (including the form of Note attached thereto as Schedule I), incorporated by reference to the Company’s Current Report on Form 8-K dated September 11, 2015.
|
|
|
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
|
Amended and Restated Five-Year Credit Agreement dated as of September 11, 2015 among the Company, a syndicate of lenders and Citibank, N.A., as Administrative Agent, incorporated by reference to the Company’s Current Report on Form 8-K dated September 11, 2015.
|
|
|
10.3
|
Manpower Savings Related Share Option Scheme incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. **
|
|
|
10.4
|
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. **
|
|
|
10.5
|
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. **
|
|
|
10.6
|
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.**
|
|
|
10.7(a)
|
Compensation Agreement between Jeffrey A. Joerres and the Company dated as of February 20, 2014, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. **
|
|
|
10.7(b)
|
Letter Amendment to Compensation Agreement between Jeffrey A. Joerres and the Company dated as of May 1, 2014, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. **
|
|
|
10.7(c)
|
Letter Amendment to Compensation Agreement between Jeffrey A. Joerres and the Company dated as of February 11, 2015. **
|
|
|
10.7(d)
|
Severance Agreement between Jeffrey A. Joerres and the Company dated as of February 20, 2014, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. **
|
|
|
10.8(a)
|
Compensation Agreement between Michael J. Van Handel and the Company dated as of February 20, 2014, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. **
|
|
|
10.8(b)
|
Severance Agreement between Michael J. Van Handel and the Company dated as of February 20, 2014, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. **
|
|
|
10.9(c)
|
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. **
|
|
|
10.10(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. **
|
|
|
10.10(b)
|
Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors Under the 2011 Equity Incentive Plan (Amended and Restated January 1, 2016). **
|
|
|
10.10(c)
|
ManpowerGroup Inc. Compensation for Non-Employee Directors (Amended and Restated Effective January 1, 2016). **
|
|
|
10.10(d)
|
Amended and Restated Severance Agreement between Jonas Prising and the Company dated as of May 1, 2014, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. **
|
|
|
10.10(g)
|
Amended and Restated Severance Agreement between Mara Swan and the Company dated as of February 10, 2015, incorporated by reference to the Company’s Current Report on Form 8-K dated February 10, 2015. **
|
|
|
10.10(h)
|
Severance Agreement dated August 13, 2013 between the Company and Darryl Green, incorporated by reference to the Company’s Current Report on Form 8-K dated August 13, 2013. **
|
|
|
10.10(i)
|
Severance Agreement dated December 14, 2015 between the Company and Richard Buchband. **
|
|
|
10.10(j)
|
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. **
|
|
|
10.10(k)
|
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. **
|
|
|
10.10(l)
|
2011 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective April 29, 2014), incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. **
|
|
|
10.10(m)
|
Form of Indemnification Agreement, incorporated by reference to the Company’s Current Report on Form 8-K dated October 31, 2006.
|
|
|
10.11(a)
|
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. **
|
|
|
10.11(b)
|
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. **
|
|
|
10.11(c)
|
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. **
|
|
|
10.11(d)
|
Form of Amendment to the 2012 and 2013 Performance Share Unit Agreements for Jeffrey A. Joerres and Michael J. Van Handel, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. **
|
|
|
10.11(e)
|
Amendment to the 2012 and 2013 Stock Option and Restricted Stock Unit Agreements for Jeffrey A. Joerres, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. **
|
|
|
10.11(f)
|
Form of 2014 Career Share Agreement under the 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. **
|
|
|
10.11(g)
|
Form of 2014 Performance Share Unit Agreement under the 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. **
|
|
|
10.11(h)
|
Form of 2014 Performance Share Unit Agreement for Mr. Joerres and Mr. Van Handel under the 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. **
|
|
|
10.11(i)
|
2014 Restricted Stock Unit Agreement for Mr. Joerres, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. **
|
|
|
10.11(j)
|
2014 Stock Option Agreement for Mr. Joerres, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. **
|
|
|
10.11(k)
|
2013 Performance Share Unit Agreement for Ram Chandrashekar dated February 13, 2013, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2014. **
|
|
|
10.12(a)
|
Severance Agreement between Ram Chandrashekar and the Company dated October 29, 2015, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. **
|
|
|
10.12(b)
|
Letter Agreement between Ram Chandrashekar and the Company dated March 8, 2013, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2014. **
|
|
|
12.1
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
|
|
|
13
|
2015 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 Jonas Prising, Chief Executive Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
|
|
31.2
|
Certification of John T. McGinnis, Executive Vice President and Chief Financial Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.
|
|
|
32.1
|
Statement of Jonas Prising, Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350.
|
|
|
32.2
|
Statement of John T. McGinnis, 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, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (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.
|
|
|
MANPOWERGROUP INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Jonas Prising
|
|
|
|
Jonas Prising
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
February 22, 2016
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jonas Prising
Jonas Prising
|
|
Chairman, Chief Executive Officer and a Director
(Principal Executive Officer)
|
|
February 22, 2016
|
|
|
|
|
|
/s/ John T. McGinnis
John T. McGinnis
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
February 22, 2016
|
|
|
|
|
|
|
|
February 22, 2016
|
|
|
|
|
By:
|
/s/ Richard Buchband
|
|
|
|
Richard Buchband
Attorney-In-Fact*
|
|
|
|
|
Balance at
Beginning
of Year
|
|
Provisions
Charged to
Earnings
|
|
Write-Offs
|
|
Translation
Adjustments
|
|
Reclassifications
and Other
|
|
Balance
at End
of Year
|
||||||||||||
2015
|
|
$
|
111.4
|
|
|
$
|
16.3
|
|
|
$
|
(20.3
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
0.8
|
|
|
$
|
98.1
|
|
2014
|
|
118.6
|
|
|
18.9
|
|
|
(15.8
|
)
|
|
(11.5
|
)
|
|
1.2
|
|
|
111.4
|
|
||||||
2013
|
|
118.0
|
|
|
24.1
|
|
|
(26.4
|
)
|
|
2.6
|
|
|
0.3
|
|
|
118.6
|
|
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 |
---|