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þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
New York | 13-1026995 | |
(State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1221 Avenue of the Americas, New York, N.Y. | 10020 | |
(Address of Principal executive offices) | (Zip Code) |
Title of each class | Name of exchange on which registered | |
Common Stock — $1 par value | New York Stock Exchange |
þ Large accelerated filer | o Accelerated filer | o Non-accelerated filer | o Smaller reporting company | |||
(Do not check if a smaller reporting company) |
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EX-32 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
1
• | Leveraging existing capabilities to grow organically, particularly through developing a broad range of digital products and services | ||
• | Growing globally by leveraging our position in developed markets and by pursuing opportunities in key developing countries | ||
• | Continuing to consider selective acquisitions that complement our existing business capabilities | ||
• | Expanding and refining the use of technology in all segments to improve performance, market penetration and productivity | ||
• | Continuing to contain costs |
2
• | S&P — CRISIL launched a new service, Independent Equity Research (“IER”), providing investors with high-quality research on listed Indian companies. CRISIL is India’s leading provider of ratings, research, and risk and policy advisory services. S&P launched the ASEAN Regional Rating Scale to facilitate increased regional and global market participation in Southeast Asia. | ||
• | MH Financial — has forged relationships with leading stock exchanges around the world, including the Australian Securities Exchange, the National Stock Exchange of India, the Toronto Stock Exchange, and the RTS Exchange in Moscow, to calculate and manage local stock indices. | ||
• | MHE — is capitalizing on the global demand for knowledge, particularly in vocational and English language training and online instruction. In India, Tata McGraw-Hill, a joint venture between Tata Group and MHE, launched a professional development program for India’s growing retail industry. In China, MHE has partnered with Ambow Education, a market leader in vocational training services, to develop new English-language training programs for Chinese engineers. In the United Arab Emirates, MHE has developed custom assessments for English-language proficiency training. | ||
• | I&M — Platts is expanding by bringing information transparency critical to growing markets for national resources around the world. J.D. Power and Associates continues to deepen its offering and expand its services internationally, including in China, where the automotive market is growing rapidly. AviationWeek continues to expand in the defense sector as well as in emerging markets, including India, the Middle East, and Asia-Pacific. |
• | S&P — continues to facilitate worldwide access to capital by providing a common and transparent benchmark for evaluating and comparing creditworthiness across multiple sectors and geographies. | ||
• | MH Financial — Capital IQ’s platform of powerful, easy-to-use tools is attracting more clients and helping them reduce risk, work more efficiently, and make better decisions. S&P Indices, the world’s leading index provider, is continuing to expand in global markets. | ||
• | MHE — is embracing digital to create new and expanded revenue opportunities. McGraw-Hill Connect™, MHE’s innovative higher education platform, and other digital study/homework management products now have more than 1.8 million registered users. A new partnership with Blackboard Inc. will significantly expand access to McGraw-Hill Connect by making McGraw-Hill’s content and digital tools available to institutions already using Blackboard Learn™. MHE’s digital tools and content are available on a variety of devices developed by Apple, Amazon and Sony to broaden its digital distribution. A new partnership with Wipro Technologies to develop “mConnect”, an open-standard mobile learning platform, will help to bridge the skills gap in emerging markets with the intention to extend this program to other countries in Asia and in Africa. | ||
• | I&M — our leading business information brands are taking the creation, analysis, and delivery of business information to new levels. J.D. Power and Associates is providing real-time data and volume metrics to the automotive, hospitality, and retail industries. Platts is expanding as the demand for natural resources grows globally and the need for information about these volatile markets increases. |
3
• | Lower educational funding as a result of state budget concerns | ||
• | Prolonged difficulties in the credit markets | ||
• | A change in the regulatory environment affecting our businesses | ||
• | A change in educational spending |
• | We operate in highly competitive markets that continue to change to adapt to customer needs. In order to maintain a competitive position, we must continue to invest in new offerings and new ways to deliver our products and services. |
o | These investments may not be profitable or may be less profitable than what we have experienced historically. |
• | We could experience threats to our existing businesses from the rise of new competitors due to the rapidly changing environment within which we operate. | ||
• | We rely on our information technology environment and certain critical databases, systems and applications to support key product and service offerings. We believe we have appropriate policies, processes and internal controls to ensure the stability of our information technology, provide security from unauthorized access to our systems and maintain business continuity, but our business could be subject to significant disruption and our operating results may be adversely impacted by unanticipated system failures, data corruption or unauthorized access to our systems. |
4
• | Our major expenses include employee compensation and printing, paper, and distribution costs for product-related manufacturing. |
o | We offer competitive salary and benefit packages in order to attract and retain the quality employees required to grow and expand our businesses. Compensation costs are influenced by general economic factors, including those affecting the cost of health insurance and postretirement benefits, and any trends specific to the employee skill sets we require. | ||
o | We could experience changes in pension costs and funding requirements due to poor investment returns and/or changes in pension assumptions. | ||
o | Paper prices fluctuate based on the worldwide demand and supply for paper in general and for the specific types of paper used by us. Our overall paper price increase is currently limited due to negotiated price reductions, long-term agreements, and short-term price caps for a portion of paper purchases that are not protected by long-term agreements. | ||
o | Our books and magazines are printed by third parties and we typically have multi-year service contracts for the printing of books and magazines in order to reduce price fluctuations over the contract term. | ||
o | We make significant investments in information technology data centers and other technology initiatives as well as significant investments in the development of programs for the el-hi market place. Although we believe we are prudent in our investment strategies and execution of our implementation plans, there is no assurance as to the ultimate recoverability of these investments. |
• | Our products contain intellectual property delivered through a variety of media, including print, broadcast and digital. Our ability to achieve anticipated results depends in part on our ability to defend our intellectual property against infringement. Our operating results may be adversely affected by inadequate legal and technological protections for intellectual property and proprietary rights in some jurisdictions and markets. |
• | We are involved in legal actions and claims arising from our business practices, as discussed in the Management’s Discussion and Analysis section of our 2010 Annual Report to Shareholders, and face the risk that additional actions and claims will be filed in the future. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding or change in applicable legal standards could have a material effect on our financial position and results of operations. |
• | As we continue to expand our operations overseas, we face the increased risks of doing business abroad, including inflation, fluctuation in interest rates and currency exchange rates, changes in applicable laws and regulatory requirements, export and import restrictions, tariffs, nationalization, expropriation, limits on repatriation of funds, civil unrest, terrorism, unstable governments and legal systems, and other factors. Adverse developments in any of these areas could cause actual results to differ materially from historical and/or expected operating results. |
• | Unfavorable financial or economic conditions that either reduce investor demand for debt securities or reduce issuers’ willingness or ability to issue such securities could reduce the number and dollar volume of debt issuance for which S&P provides credit ratings. | ||
• | Increases in interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers and other market and economic factors may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, and/or the types of credit-sensitive products being offered. | ||
• | A sustained period of market decline or weakness could have a material adverse effect on us. | ||
• | Our results could be adversely affected because of public statements or actions by market participants, government officials and others who may be advocates of increased regulation, regulatory scrutiny or litigation. |
• | The markets for credit ratings are very competitive. S&P competes domestically and internationally on the basis of a number of factors, including the quality of its ratings, client service, reputation, price, geographic scope, range of products and technological innovation. |
5
• | In addition, in some of the countries in which S&P competes, governments may provide financial or other support to locally-based rating agencies and may from time to time establish official credit rating agencies, credit ratings criteria or procedures for evaluating local issuers. | ||
• | The financial services industry is subject to the potential for increasing regulation in the United States and abroad. The businesses conducted by S&P are in certain cases regulated under the U.S. Credit Rating Agency Reform Act of 2006, the U.S. Securities Exchange Act of 1934, and/or the laws of the states or other jurisdictions in which they conduct business. |
o | In the past several years the U.S. Congress, the SEC, the European Commission, through the Committee of European Securities Regulators and the International Organization of Securities Commissions, a global group of securities commissioners, have been reviewing the role of rating agencies and their processes and the need for greater oversight or regulations concerning the issuance of credit ratings or the activities of credit rating agencies. | ||
o | Local, national and multinational bodies have considered and adopted other legislation and regulations relating to credit rating agencies from time to time. |
§ | We do not believe that any such laws, regulations or rules will have a material adverse effect on our financial condition or results of operations. |
o | Other laws, regulations and rules relating to credit rating agencies are being considered by local, national, foreign and multinational bodies and are likely to continue to be considered in the future. The impact on us of the adoption of any such laws, regulations or rules remains uncertain. | ||
o | Additional information regarding rating agencies is provided in the Management’s Discussion and Analysis section of our 2010 Annual Report to Shareholders. |
• | The markets for financial research, investment and advisory services are very competitive. MH Financial competes domestically and internationally on the basis of a number of factors, including the quality of its research and advisory services, client service, reputation, price, geographic scope, range of products and services, and technological innovation. | ||
• | The financial services industry is subject to the potential for increasing regulation in the United States and abroad. The businesses conducted by MH Financial are in certain cases regulated under the U.S. Investment Advisers Act of 1940, the U.S. Securities Exchange Act of 1934, and/or the laws of the states or other jurisdictions in which they conduct business. |
o | We do not believe that any such laws, regulations or rules will have a material adverse effect on our financial condition or results of operations. | ||
o | In the future, other laws, regulations and rules relating to financial information may be considered by local, national, foreign and multinational bodies. | ||
o | Additional information regarding MH Financial is provided in the Management’s Discussion and Analysis section of our 2010 Annual Report to Shareholders. |
• | Our businesses within our MH Financial segment have a customer base which is largely comprised of members from the financial services industry. The current challenging business environment and the consolidation of customers resulting from mergers and acquisitions in the financial services industry can result in reductions in the number of firms and workforce which can impact the size of our customer base. |
• | Our U.S. educational textbook and testing businesses may be adversely affected by changes in state educational funding as a result of changes in legislation, both at the federal and state level, changes in the state procurement process and changes in the condition of the local, state or U.S. economy. | ||
• | While in the past few years the availability of state and federal funding for elementary and high school education had improved due to legislative mandates such as No Child Left Behind and Reading First, future changes in federal funding and the state and local tax base could create an unfavorable environment, leading to budget issues resulting in a decrease in educational funding. |
• | A significant portion of our sales are to customers in educational markets. Our School Education Group and the industry it serves are influenced strongly by the magnitude and timing of state adoption opportunities. Approximately 20 states currently use an adoption process to purchase textbooks. In the remaining states, known as “open territories”, textbooks are |
6
purchased independently by local districts or individual schools. There is no guarantee that we will be successful in the state new adoption market or in open territories. |
• | Although advertising is less than 5% of our revenue, advertising is still a significant source of revenue in our I&M segment. In general, demand for advertising tends to correlate with changes in the level of economic activity in the United States and in the markets we serve. In addition, world, national and local events may affect advertising demand. | ||
• | Competition from other forms of media such as other magazines, broadcasters and Web sites, affects our ability to attract and retain advertisers. |
• | All television stations are subject to Federal Communications Commission (“FCC”) regulation. Television stations broadcast under licenses that are generally granted and renewed for a period of eight years. The FCC regulates television station operations in several ways, including, but not limited to, employment practices, political advertising, indecency and obscenity, sponsorship identification, children’s programming, issue-responsive programming, signal carriage, ownership, and engineering, transmissions, antenna and other technical matters. |
• | Declines in the global automotive industry impacts our ability to sustain or grow our revenue streams associated with business intelligence to that market. |
7
Name | Age | Position | ||||
Harold McGraw III
|
62 | Chairman of the Board, President and Chief Executive Officer | ||||
Jack F. Callahan, Jr.
|
52 | Executive Vice President and Chief Financial Officer | ||||
John L. Berisford
|
47 | Executive Vice President, Human Resources | ||||
D. Edward Smyth
|
61 |
Executive Vice President, Corporate Affairs and Executive Assistant
to the Chairman, President and Chief Executive Officer
|
||||
Charles L. Teschner, Jr.
|
50 | Executive Vice President, Global Strategy | ||||
Kenneth M. Vittor
|
61 | Executive Vice President and General Counsel |
8
2010 | 2009 | |||||||
Dividends per share of common stock:
|
||||||||
$0.235 per quarter in 2010
|
$ | 0.94 | ||||||
$0.225 per quarter in 2009
|
$ | 0.90 |
9
1. | Management is responsible for establishing and maintaining adequate internal control over financial reporting. | ||
2. | Management has evaluated the system of internal control using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework. Management has selected the COSO framework for its evaluation as it is a control framework recognized by the SEC and the Public Company Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative measurement of our internal controls, is sufficiently complete so that relevant controls are not omitted and is relevant to an evaluation of internal controls over financial reporting. | ||
3. | Based on management’s evaluation under this framework, management has concluded that our internal controls over financial reporting were effective as of December 31, 2010. There are no material weaknesses in our internal control over financial reporting that have been identified by management. | ||
4. | Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended December 31, 2010, and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting. These reports are located on pages 69 and 70 of the 2010 Annual Report to Shareholders. |
10
• | Code of Business Ethics for all employees; | ||
• | Code of Business Conduct and Ethics for Directors; | ||
• | Corporate Governance Guidelines; | ||
• | Audit Committee Charter; | ||
• | Compensation Committee Charter; and | ||
• | Nominating and Corporate Governance Committee Charter. |
Equity Compensation Plans’ Information | ||||||||||||
(a) | (b) | (c) | ||||||||||
Number of securities | ||||||||||||
remaining available for | ||||||||||||
Number of securities to be | future issuance under | |||||||||||
issued upon exercise of | Weighted-average exercise | equity compensation plans | ||||||||||
outstanding options, | price of outstanding | (excluding securities | ||||||||||
Plan category | warrants and rights | options, warrants and rights | reflected in column (a)) | |||||||||
Equity compensation plans
approved by
security holders
|
30,199,003 | $ | 39.04 | 18,414,187 | ||||||||
Equity compensation plans not
approved by
security holders
|
— | — | — | |||||||||
|
||||||||||||
Total
|
30,199,003 | 1 | $ | 39.04 | 18,414,187 | 2,3 | ||||||
|
1 | Shares to be issued upon exercise of outstanding options under our Stock Incentive Plans. |
11
2 | Included in this number are 264,466 shares reserved for issuance under the Director Deferred Stock Ownership Plan. The remaining 18,149,721 shares are reserved for issuance under the 2002 Stock Incentive Plan (the “2002 Plan”) for Performance Stock, Restricted Stock, Other Stock-Based Awards, Stock Options and Stock Appreciation Rights. | |
3 | Under the terms of the 2002 Plan, shares subject to an award or shares paid in settlement of a dividend equivalent reduce the number of shares available under the 2002 Plan by one share for each such share granted or paid. |
• | forfeited, cancelled, settled in cash or property other than stock, or otherwise not distributable under the 2002 Plan or 1993 Plan; | ||
• | tendered or withheld to pay the exercise or purchase price of an award under the 2002 Plan or 1993 Plan or to satisfy applicable wage or other required tax withholding in connection with the exercise, vesting or payment of, or other event related to, an award under the 2002 Plan or 1993 Plan; or | ||
• | repurchased by us with the option proceeds in respect of the exercise of a stock option under the 2002 Plan or 1993 Plan. |
1. | Financial Statements — The Index to Financial Statements and Financial Statement Schedule on page 13 is incorporated herein by reference as the list of financial statements required as part of this report. | ||
2. | Financial Schedules — The Index to Financial Statements and Financial Statement Schedule on page 13 is incorporated herein by reference as the list of financial statements required as part of this report. | ||
3. | Exhibits — The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index on pages 17 to 19, immediately preceding such Exhibits, and such Exhibit Index is incorporated herein by reference. |
12
Reference | ||||||||
Annual Report to | ||||||||
Shareholders | ||||||||
Form 10-K | (page) | |||||||
Data incorporated herein by reference from the 2010 Annual Report to Shareholders:
|
||||||||
Report of Management
|
68 | |||||||
Reports of Independent Registered Public Accounting Firm
|
69 | |||||||
Consolidated Statements of Income for the three years ended December 31, 2010
|
41 | |||||||
Consolidated Balance Sheets as of December 31, 2010 and 2009
|
42 | |||||||
Consolidated Statements of Cash Flows for the three years ended December 31, 2010
|
44 | |||||||
Consolidated Statements of Equity and Comprehensive Income for the three
years ended December 31, 2010
|
45 | |||||||
Notes to the Consolidated Financial Statements
|
46 | |||||||
|
||||||||
Financial Schedule:
|
||||||||
Schedule II — Valuation and Qualifying Accounts
|
14 |
13
Balance at | ||||||||||||||||
beginning of | Charges (reversals) to | Deductions and | Balance at end | |||||||||||||
Additions/(deductions)
|
year | income | other 1 | of year | ||||||||||||
Year ended December 31, 2010
|
||||||||||||||||
Allowance for doubtful accounts
|
$ | 74,193 | $ | 19,316 | $ | (14,964 | ) | $ | 78,545 | |||||||
Allowance for returns
|
201,917 | (5,696 | ) | 1,128 | 197,349 | |||||||||||
|
||||||||||||||||
|
$ | 276,110 | $ | 13,620 | $ | (13,836 | ) | $ | 275,894 | |||||||
|
||||||||||||||||
|
||||||||||||||||
Year ended December 31, 2009
|
||||||||||||||||
Allowance for doubtful accounts
|
$ | 76,341 | $ | 31,635 | $ | (33,783 | ) | $ | 74,193 | |||||||
Allowance for returns
|
192,344 | 6,965 | 2,608 | 201,917 | ||||||||||||
|
||||||||||||||||
|
$ | 268,685 | $ | 38,600 | $ | (31,175 | ) | $ | 276,110 | |||||||
|
||||||||||||||||
|
||||||||||||||||
Year ended December 31, 2008
|
||||||||||||||||
Allowance for doubtful accounts
|
$ | 70,586 | $ | 27,098 | $ | (21,343 | ) | $ | 76,341 | |||||||
Allowance for returns
|
197,095 | 2,711 | (7,462 | ) | 192,344 | |||||||||||
|
||||||||||||||||
|
$ | 267,681 | $ | 29,809 | $ | (28,805 | ) | $ | 268,685 | |||||||
|
1 | Uncollectible accounts written off, net of recoveries and adjustments for foreign currency translation. |
14
The McGraw-Hill Companies, Inc.
|
||||
Registrant
|
||||
|
||||
By:
|
||||
|
||||
/s/
Kenneth M. Vittor
|
||||
Executive Vice President and General Counsel
|
||||
|
||||
February 23, 2011
|
/s/
Harold W. McGraw III
|
||||
Chairman, President, Chief Executive
Officer and Director
|
/s/
Jack F. Callahan, Jr.
|
||||
Executive Vice President and Chief
Financial Officer
|
/s/
Emmanuel N. Korakis
|
||||
Senior Vice President and Corporate
Controller
|
/s/
Pedro Aspe
|
||||
Director
|
/s/
Sir Winfried F.W. Bischoff
|
||||
Director
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/s/
Douglas N. Daft
|
||||
Director
|
15
/s/
William D. Green
|
||||
Director
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||||
|
||||
/s/
Linda Koch Lorimer
|
||||
Director
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||||
|
||||
/s/
Robert P. McGraw
|
||||
Director
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||||
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||||
/s/
Hilda Ochoa-Brillembourg
|
||||
Director
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||||
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/s/
Sir Michael Rake
|
||||
Director
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||||
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/s/
Edward B. Rust, Jr.
|
||||
Director
|
||||
|
||||
/s/
Kurt L. Schmoke
|
||||
Director
|
||||
|
||||
/s/
Sidney Taurel
|
||||
Director
|
16
Exhibit | ||
Number | Exhibit Index | |
(3)
|
Restated Certificate of Incorporation of Registrant, incorporated by reference from Registrant’s Form 8-K filed May 25, 2010. | |
|
||
(3)
|
By-laws of Registrant, incorporated by reference from Registrant’s Form 8-K filed November 1, 2010. | |
|
||
(4.1)
|
Indenture dated as of November 2, 2007 between the Registrant, as issuer, and The Bank of New York, as trustee, incorporated by reference from Registrant’s Form 8-K filed November 2, 2007. | |
|
||
(4.2)
|
First Supplemental Indenture, dated January 1, 2009, between the Company and The Bank of New York Mellon, as trustee, incorporated by reference from Registrant’s Form 8-K filed January 2, 2009. | |
|
||
(10.1)
|
Form of Indemnification Agreement between Registrant and each of its directors and certain of its executive officers, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2004. | |
|
||
(10.2) *
|
Registrant’s Amended and Restated 1993 Employee Stock Incentive Plan, as amended and restated as of December 6, 2006, Incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2006. | |
|
||
(10.3) *
|
Amendment to Registrant’s Amended and Restated 1993 Employee Stock Incentive Plan, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.4) *
|
Registrant’s Amended and Restated 2002 Stock Incentive Plan, as amended and restated as of January 28, 2009, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2008. | |
|
||
(10.5) *
|
Form of Performance Share Unit Terms and Conditions, incorporated by reference from Registrant’s Form 10-Q for the fiscal quarter ended March 31, 2009. | |
|
||
(10.6) *
|
Form of Stock Option Award, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2004. | |
|
||
(10.7) *
|
Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective as of July 28, 2009, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.8) *
|
Registrant’s Key Executive Short-Term Incentive Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007. | |
|
||
(10.9) *
|
Registrant’s Executive Deferred Compensation Plan, incorporated by reference from Registrant’s Form SE filed March 28, 1991 and in connection with Registrant’s Form 10-K for the fiscal year ended December 31, 1990. | |
|
||
(10.10) *
|
Registrant’s Management Severance Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007. | |
|
||
(10.11) *
|
Amendment to Registrant’s Management Severance Plan, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.12) *
|
Registrant’s Executive Severance Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007. | |
|
||
(10.13) *
|
Amendment to Registrant’s Executive Severance Plan, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.14) *
|
Registrant’s Senior Executive Severance Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007. | |
|
||
(10.15) *
|
Amendment to Registrant’s Senior Executive Severance Plan, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. |
17
Exhibit | ||
Number | Exhibit Index | |
(10.16)
|
$1,200,000,000 Three-Year Credit Agreement dated as of July 30, 2010 among the Registrant, Standard & Poor’s Financial Services LLC, as guarantor, the lenders listed therein, JP Morgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as syndication agent, incorporated by reference from the Registrant’s Form 8-K filed August 2, 2010. | |
|
||
(10.17) *
|
Registrant’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007. | |
|
||
(10.18) *
|
First Amendment to Employee Retirement Plan Supplement, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.19) *
|
Amendment to Employee Retirement Plan Supplement, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.20) *
|
Standard & Poor’s Employee Retirement Plan Supplement, as amended and restated as of January 1, 2008, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.21) *
|
First Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.22) *
|
Second Amendment to Standard & Poor’s Employee Retirement Plan Supplement, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.23) *
|
Registrant’s 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007. | |
|
||
(10.24) *
|
Amendment to Registrant’s 401(k) Savings and Profit Sharing Supplement, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.25) *
|
Registrant’s Management Supplemental Death and Disability Benefits Plan, as amended January 24, 2006, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2005. | |
|
||
(10.26) *
|
Amendment to Registrant’s Management Supplemental and Disability Benefits Plan, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.27) *
|
Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007. | |
|
||
(10.28) *
|
Amendment to Registrant’s Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, effective as of January 1, 2010, incorporated by reference from the Registrant’s Form 10-K for the fiscal year ended December 31, 2009. | |
|
||
(10.29) *
|
Registrant’s Director Retirement Plan, incorporated by reference from Registrant’s Form SE filed March 29, 1990 in connection with Registrant’s Form 10-K for the fiscal year ended December 31, 1989. | |
|
||
(10.30) *
|
Resolutions Freezing Existing Benefits and Terminating Additional Benefits under Registrant’s Directors Retirement Plan, as adopted on January 31, 1996, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 1996. | |
|
||
(10.31) *
|
Registrant’s Director Deferred Compensation Plan, as amended and restated as of January 1, 2008, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007. | |
|
||
(10.32) *
|
Registrant’s Director Deferred Stock Ownership Plan. | |
|
||
(10.33) *
|
Offer letter dated November 2, 2010 to Jack F. Callahan, Jr., Executive Vice President and Chief Financial Officer | |
|
||
(12)
|
Computation of ratio of earnings to fixed charges. |
18
Exhibit | ||
Number | Exhibit Index | |
(13)
|
Registrant’s 2010 Annual Report to Shareholders. Such Report, except for those portions thereof which are expressly incorporated by reference in this Form 10-K, is furnished for the information of the Commission and is not deemed “filed” as part of this Form 10-K. | |
|
||
(21)
|
Subsidiaries of the Registrant. | |
|
||
(23)
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
|
||
(31.1)
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |
|
||
(31.2)
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |
|
||
(32)
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
||
(101.INS) **
|
XBRL Instance Document | |
|
||
(101.SCH) **
|
XBRL Taxonomy Extension Schema | |
|
||
(101.CAL) **
|
XBRL Taxonomy Extension Calculation Linkbase | |
|
||
(101.LAB) **
|
XBRL Taxonomy Extension Label Linkbase | |
|
||
(101.PRE) **
|
XBRL Taxonomy Extension Presentation Linkbase | |
|
||
(101.DEF) **
|
XBRL Taxonomy Extension Definition Linkbase |
* | These exhibits relate to management contracts or compensatory plan arrangements. | |
** | Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
19
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 |
---|---|---|---|
Career Highlights Mr. Green is the former CEO and Chairman of Accenture, a global management consulting and technology services company. He served as Accenture’s Chief Executive Officer from September 2004 through December 2010 and assumed the additional role of Chairman from 2006-2013. He was a Director of Accenture from 2001 through January 2013. Prior to serving as Chief Executive Officer, he was Accenture’s Chief Operating Officer-Client Services with overall management responsibility for the company’s operating groups . E arlier in his career, he led the Resources and Communication/High-Tech Operating Groups and was Managing Director for Accenture’s business in the United States. He joined Accenture in 1977 and became a partner in 1986. He served as a lead Director of EMC Corporation from July 2013 to August 2016 and has been a Director of Dell Technologies since 2016. Mr. Green has been a Director at Inovalon Holdings and Syniti. He is also a Director at BMC Software and Advisor360. Other Professional Experience and Community Involvement In addition, Mr. Green serves on the boards of several other private companies and is on the National Board of Year Up. He is deeply involved in several organizations and business groups supporting education in the United States and around the world. He is also a frequent speaker at business, technology and academic forums worldwide. | |||
Career Highlights Ms. Hill is President, Rotary and Mission Systems, of Lockheed Martin. Since joining Lockheed Martin in 1987 as a software engineer, Ms. Hill has held positions of increasing responsibility including: Executive Vice President, Senior Vice President, Enterprise Business Transformation; Deputy Executive Vice President of RMS; Senior Vice President, Corporate Strategy and Business Development; Vice President & General Manager of Cyber, Ships & Advanced Technologies; Vice President & General Manager of Information Systems & Global Solutions Civil business; Vice President of Corporate Internal Audit; and Vice President & General Manager of the Electronic Systems Mission Systems & Sensors business. Other Professional Experience and Community Involvement Ms. Hill has been recognized for her career achievements and community outreach, especially in the advancement of STEM education. She was listed among Savoy Magazine’s 2020 Most Influential Black Executives in Corporate America; Black Enterprise’s 2019 Most Powerful Women in Corporate America; EBONY Magazine’s Power 100; and Computerworld’s Premier 100 IT Leaders. Hill was named as the U.S. Black Engineer of the Year by Career Communications Group in 2014 and was honored by The World Trade Center Institute in 2015 with their Maryland International Business Leadership Award. In 2013, she received the Corporate Heroine in Technology Award from the March of Dimes and the Armed Forces Communications and Electronics Association. Deeply committed to the development of others, Hill serves as a mentor to many students and professionals. Ms. Hill graduated with high honors from the University of Maryland, Baltimore County with a Bachelor of Science degree in computer science and economics. She received an honorary doctorate from the university in 2017. | |||
Career Highlights Ms. Jacoby was Senior Vice President, Operations of Cisco Systems, Inc., a worldwide leader in IT networking, until her retirement in January 2018. She was promoted to the role in July 2015 and was responsible for driving profitable growth and enabling operational excellence. She oversaw the supply chain, global business services, security and trust, and IT organizations. In her former role as Cisco’s CIO from 2006 to 2015, she made the Cisco IT organization a strategic business partner, producing significant business value for Cisco in the form of financial performance, customer satisfaction and loyalty, market share, and productivity. Since joining Cisco in 1995, she held a variety of leadership roles in operations, manufacturing and IT. Prior to joining Cisco, she held a range of planning and operations positions with other companies in Silicon Valley. Her extensive understanding of business operations, infrastructure and application deployments, as well as her knowledge of products, software and services helped her advance Cisco’s business through the use of Cisco technology. Since 2019, she serves on the Advisory Board of ParkourSC, a provider of IoT tracking solutions creating continuous visibility into the location, condition and context of material goods and assets. Ms. Jacoby formerly served on the Board of Apptio, Inc., which provides cloud-based technology business management solutions to enterprises, from 2018 until its acquisition by Vista Equity Partners in January of 2019, as well as the Board of Quantum Corporation, which provides technology and services to help customers capture, create and share digital content, from 2019 to 2023. Other Professional Experience and Community Involvement Ms. Jacoby spent six years on the board of the Second Harvest Food Bank of Santa Clara and San Mateo Counties and is a founding member of the Technology Business Management Council. Known for her strong track record of operational excellence, innovative problem solving and talent development, she was inducted into the CIO Hall of Fame by CIO magazine and was recognized by Forbes as a “Superstar CIO” in 2012. | |||
Career Highlights Martina L. Cheung is President, CEO, and a member of the Board of Directors of S&P Global. Previously, Ms. Cheung was President of S&P Global Ratings and served as the Executive Lead of S&P Global Sustainable1. Earlier, she was President of S&P Global Market Intelligence. Ms. Cheung joined the Company in 2010 as Vice President of Operations for S&P Global Ratings and went on to serve as S&P Global’s Chief Strategy Officer. She also was Head of Risk Services for S&P Global Market Intelligence. Prior to joining S&P Global, Ms. Cheung worked for Accenture’s Financial Services Strategy group and later as a Partner at Mitchell Madison Consulting. Other Professional Experience and Community Involvement Ms. Cheung was named one of the Most Powerful Women in Finance by American Banker and included on the list of Influential Women in Institutional Investing by Pensions & Investments in 2024. Also in 2024, INvolve named her to its 100 Empower Executives list for the second consecutive year. Ms. Cheung received the Merit Award from The Women’s Bond Club in 2022. In addition, she was honored at the 2022 Ascend A-List Awards for advancing Pan-Asian professionals, and she was inducted into the Academy of Women Leaders by the YWCA New York City in 2016. Ms. Cheung is a member of the Council on Foreign Relations, the Economic Club of New York, and served on the U.S. Commodity Futures Trading Commission’s (CFTC) subcommittee on Climate-Related Market Risk. Ms. Cheung serves on the Board of Trustees for Catholic Charities New York and was a member of the Board of CRISIL, a global analytics company and India’s leading credit ratings agency. She holds a bachelor’s degree in commerce and a master’s degree in business studies from National University of Ireland, Galway. | |||
Career Highlights Ms. Morris served on MetLife’s Executive Group for almost a decade (retired September 2017), holding numerous senior leadership positions throughout her 33-year career. From 2011 through her retirement, she was Executive Vice President, MetLife, Inc. and led the company’s Global Employee Benefits (GEB) business. In her role leading MetLife’s GEB business since 2012, she was responsible for expanding MetLife’s employee benefits business in more than 40 countries, broadening relationships and fueling growth across the globe via local solutions and partnerships with multinational corporations, as well as through distribution relationships with financial institutions. She also served as the interim Head of MetLife’s U.S. Business from January 2016 to June 2017, where she was responsible for approximately 60% of MetLife’s operating earnings, post separation of its retail business. She served as MetLife’s Interim Chief Marketing Officer in 2014, where she continued to strengthen MetLife’s brand across the globe. From 2008 to 2011, she led Global Technology and Operations, where she managed a $1.6 billion IT portfolio and a $2.5 billion procurement and real estate budget. She also oversaw the integration of MetLife’s $16.4 billion acquisition of American Life Insurance Company (Alico). Other Professional Experience and Community Involvement Ms. Morris presently sits on the Board of Wells Fargo & Company where she chairs the Risk Committee. She is also a Board member of Allstate and privately-held Resolution Life, where she chairs the Compensation Committee. Ms. Morris is the Vice-Chair of Catholic Charities of NY and a member of the Board of Directors of Helen Keller International. | |||
Career Highlights Marco Alverà is Group Chief Executive Officer of Tree Energy Solutions, an LNG and new energy company, since June 2022 and Co-Founder of Zhero. Previously, he served as Chief Executive Officer of Snam S.p.A., Europe’s leading natural gas utility, from 2016 to 2022. Prior to joining Snam in 2016, Mr. Alverà held a number of senior management and operational leadership positions at Eni S.p.A., among them, Head of Eni’s commodities trading and shipping business, and Senior EVP of Upstream business. He has participated in the upstream, midstream and downstream aspects of the oil and gas industry. Prior to Eni S.p.A., Mr. Alverà served as Head of Group Strategy at Enel S.p.A., a multinational power company functioning in the gas and electricity sectors, particularly in Europe and Latin America. He also served as Chief Financial Officer of Wind Telecomunicazioni S.p.A. and co-founded Netesi, Italy’s first broadband ADSL company. Mr. Alverà started his career in M&A at Goldman Sachs. Other Professional Experience and Community Involvement Mr. Alverà sits on the board of the Cini Foundation in Venice. He is a co-founder of the Kenta Foundation and co-founder and CEO of Zhero, since 2022. Mr. Alverà wrote the books “Generation H” (Mondadori), “The Hydrogen Revolution” (Basics Book), and “Zhero” (Salani editori). He was a visiting fellow at Oxford University and is a frequent speaker and lecturer on business, sustainability, and energy markets . | |||
Career Highlights Mr. Esculier served as Chief Executive Officer and Director of WABCO Holdings Inc. from July 2007 until his retirement in May 2020 when the company was acquired. From May 2009 until his retirement, he also served as Chairman of the Board of WABCO Holdings. Prior to July 2007, Mr. Esculier served as Vice President of American Standard Companies Inc. and President of its Vehicle Control Systems business, a position he had held since January 2004. Prior to holding that position, Mr. Esculier served in the capacity of Business Leader for American Standard’s Trane Commercial Systems’ Europe, Middle East, Africa, India & Asia Region from 2002 through January 2004. Prior to joining American Standard in 2002, Mr. Esculier spent more than six years in leadership positions at AlliedSignal/Honeywell Aerospace. He was Vice President and General Manager of Environmental Control and Power Systems Enterprise based in Los Angeles and Vice President of Aftermarket Services- Asia Pacific based in Singapore. Mr. Esculier was a member of the board of directors of Pentair PLC from 2014 until May 2020. Other Professional Experience and Community Involvement Mr. Esculier was awarded the U.S. Army Commander’s Award for Civilian Service related to work on helicopters of NASA. Mr. Esculier holds a Master of Science in General Sciences from Ecole Polytechnique de Paris, a Master of Science in Aerospace from Institut Superieur de l’Aeronautique et de l’Espace and an MBA from INSEAD. | |||
Career Highlights Mr. Esculier served as Chief Executive Officer and Director of WABCO Holdings Inc. from July 2007 until his retirement in May 2020 when the company was acquired. From May 2009 until his retirement, he also served as Chairman of the Board of WABCO Holdings. Prior to July 2007, Mr. Esculier served as Vice President of American Standard Companies Inc. and President of its Vehicle Control Systems business, a position he had held since January 2004. Prior to holding that position, Mr. Esculier served in the capacity of Business Leader for American Standard’s Trane Commercial Systems’ Europe, Middle East, Africa, India & Asia Region from 2002 through January 2004. Prior to joining American Standard in 2002, Mr. Esculier spent more than six years in leadership positions at AlliedSignal/Honeywell Aerospace. He was Vice President and General Manager of Environmental Control and Power Systems Enterprise based in Los Angeles and Vice President of Aftermarket Services- Asia Pacific based in Singapore. Mr. Esculier was a member of the board of directors of Pentair PLC from 2014 until May 2020. Other Professional Experience and Community Involvement Mr. Esculier was awarded the U.S. Army Commander’s Award for Civilian Service related to work on helicopters of NASA. Mr. Esculier holds a Master of Science in General Sciences from Ecole Polytechnique de Paris, a Master of Science in Aerospace from Institut Superieur de l’Aeronautique et de l’Espace and an MBA from INSEAD. | |||
Gregory Washington | |||
Douglas L. Peterson Senior Advisor; Former President and Chief Executive Officer |
|
Name and
Principal Position |
| | |
Year
|
| | |
Salary
($) |
| | |
Bonus
($) |
| | |
Stock
Awards ($) |
| | |
Non-Equity
Incentive Plan Compensation ($) |
| | |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| | |
All Other
Compensation ($) |
| | |
Total
($) |
| ||||||||||||||||||||||||
|
Martina L. Cheung
President and Chief Executive Officer |
| | | | | 2024 | | | | | | $ | 791,667 | | | | | | $ | — | | | | | | $ | 3,745,257 | | | | | | $ | 2,615,748 | | | | | | $ | — | | | | | | $ | 422,250 | | | | | | $ | 7,574,922 | | |
| | | 2023 | | | | | | $ | 750,000 | | | | | | $ | — | | | | | | $ | 3,249,781 | | | | | | $ | 1,710,000 | | | | | | $ | 2,621 | | | | | | $ | 225,147 | | | | | | $ | 5,937,549 | | | ||||
| | | 2022 | | | | | | $ | 750,000 | | | | | | $ | — | | | | | | $ | 9,750,049 | | | | | | $ | 967,500 | | | | | | $ | — | | | | | | $ | 254,317 | | | | | | $ | 11,721,866 | | | ||||
|
Douglas L. Peterson
Senior Advisor; Former President and Chief Executive Officer |
| | | | | 2024 | | | | | | $ | 1,375,000 | | | | | | $ | — | | | | | | $ | 16,779,010 | | | | | | $ | 5,219,505 | | | | | | $ | — | | | | | | $ | 606,204 | | | | | | $ | 23,979,719 | | |
| | | 2023 | | | | | | $ | 1,350,000 | | | | | | $ | — | | | | | | $ | 13,799,664 | | | | | | $ | 3,829,500 | | | | | | $ | — | | | | | | $ | 527,248 | | | | | | $ | 19,506,412 | | | ||||
| | | 2022 | | | | | | $ | 1,350,000 | | | | | | $ | — | | | | | | $ | 23,799,992 | | | | | | $ | 2,760,000 | | | | | | $ | — | | | | | | $ | 727,515 | | | | | | $ | 28,637,507 | | | ||||
|
Christopher F. Craig*
SVP, Interim Chief Financial Officer and Controller |
| | | | | 2024 | | | | | | $ | 566,667 | | | | | | $ | — | | | | | | $ | 1,498,884 | | | | | | $ | 872,100 | | | | | | $ | — | | | | | | $ | 97,643 | | | | | | $ | 3,035,294 | | |
|
Ewout Steenbergen
Former EVP, Chief Financial Officer |
| | | | | 2024 | | | | | | $ | 171,875 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 164,304 | | | | | | $ | 336,179 | | |
| | | 2023 | | | | | | $ | 825,000 | | | | | | $ | — | | | | | | $ | 3,499,739 | | | | | | $ | 1,665,000 | | | | | | $ | — | | | | | | $ | 288,537 | | | | | | $ | 6,278,276 | | | ||||
| | | 2022 | | | | | | $ | 825,000 | | | | | | $ | — | | | | | | $ | 10,000,020 | | | | | | $ | 1,200,000 | | | | | | $ | — | | | | | | $ | 338,330 | | | | | | $ | 12,363,350 | | | ||||
|
Sally Moore*
EVP, Chief Client Officer |
| | | | | 2024 | | | | | | $ | 600,128 | | | | | | $ | — | | | | | | $ | 4,423,632 | | | | | | $ | 1,432,836 | | | | | | $ | — | | | | | | $ | 60,508 | | | | | | $ | 6,517,104 | | |
|
Steven J. Kemps*
EVP, Chief Legal Officer |
| | | | | 2024 | | | | | | $ | 625,000 | | | | | | $ | 1,250,000 | | | | | | $ | 2,546,175 | | | | | | $ | 1,730,000 | | | | | | $ | — | | | | | | $ | 167,112 | | | | | | $ | 6,318,287 | | |
|
Saugata Saha*
President, S&P Global Market Intelligence |
| | | | | 2024 | | | | | | $ | 658,333 | | | | | | $ | — | | | | | | $ | 2,846,052 | | | | | | $ | 1,852,083 | | | | | | $ | — | | | | | | $ | 213,029 | | | | | | $ | 5,569,497 | | |
|
Adam J. Kansler
Former President, S&P Global Market Intelligence |
| | | | | 2024 | | | | | | $ | 750,000 | | | | | | $ | — | | | | | | $ | 3,745,257 | | | | | | $ | 1,826,180 | | | | | | $ | — | | | | | | $ | 270,122 | | | | | | $ | 6,591,559 | | |
| | | 2023 | | | | | | $ | 750,000 | | | | | | $ | — | | | | | | $ | 3,249,781 | | | | | | $ | 1,560,000 | | | | | | $ | — | | | | | | $ | 107,277 | | | | | | $ | 5,667,058 | | | ||||
| | | 2022 | | | | | | $ | 625,000 | | | | | | $ | — | | | | | | $ | 11,675,492 | | | | | | $ | 1,335,000 | | | | | | $ | — | | | | | | $ | 78,243 | | | | | | $ | 13,713,735 | | |
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
Cisco Systems, Inc. | CSCO |
Motorola Solutions, Inc. | MSI |
Veritiv Corporation | VRTV |
R. R. Donnelley & Sons Company | RRD |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Peterson Douglas L. | - | 163,613 | 0 |
Peterson Douglas L. | - | 48,842 | 100,000 |
Kansler Adam Jason | - | 22,099 | 23,749 |
Kansler Adam Jason | - | 20,961 | 23,749 |
CHEUNG MARTINA | - | 17,203 | 0 |
CHEUNG MARTINA | - | 10,281 | 0 |
Craig Christopher | - | 9,161 | 0 |
Kemps Steven J | - | 7,249 | 0 |
Craig Christopher | - | 5,577 | 0 |
Moore Sally | - | 4,957 | 0 |
Steenbergen Ewout L | - | 3,552 | 0 |
Draper Daniel E | - | 3,422 | 0 |
Kemps Steven J | - | 2,968 | 0 |
Moore Sally | - | 2,741 | 0 |
Manis Dimitra | - | 2,430 | 0 |
Manis Dimitra | - | 1,483 | 0 |
Saha Saugata | - | 1,427 | 0 |
GREEN WILLIAM D | - | 1,000 | 0 |
Saha Saugata | - | 934 | 0 |
Eramo Mark | - | 586 | 0 |
Jacoby Rebecca | - | 469 | 0 |
Alvera Marco | - | 400 | 0 |