ManpowerGroup Inc
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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FY2023 · Filed Feb 16, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
| Page Number | |
|---|---|
| Consolidated Financial Statements: | |
| Report of Independent Registered Public Accounting Firm | 53 |
| Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 | 57 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 | 57 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | 58 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | 59 |
| Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021 | 60 |
| Notes to Consolidated Financial Statements | 61 |
(a)(2) Financial Statement Schedule.
SCHEDULE II—Valuation and Qualifying Accounts
For the years ended December 31, 2023, 2022 and 2021, in millions:
Allowance for Doubtful Accounts:
| Balance atBeginningof Year · ProvisionsCharged toEarnings · Write-Offs · TranslationAdjustments · Reclassificationsand Other · Balanceat Endof Year | ||||||
|---|---|---|---|---|---|---|
| 2023 | $109.3 | $5.4 | $(18.2) | $2.7 | $— | $99.2 |
| 2022 | 121.6 | 6.2 | (12.4) | (5.8) | (0.3) | 109.3 |
| 2021 | 128.1 | 17.9 | (17.7) | (6.5) | (0.2) | 121.6 |
(a)(3) Exhibits.
See (c) below.
Pursuant to Regulation S-K, Item 601(b)(4)(iii), ManpowerGroup Inc. hereby agrees to furnish to the Commission, upon request, a copy of each instrument and agreement with respect to long-term debt of ManpowerGroup Inc. and its consolidated subsidiaries which does not exceed 10 percent of the total assets of ManpowerGroup Inc. and its subsidiaries on a consolidated basis.
(c) Exhibits.
| 2.1 | Equity Purchase and Merger Agreement, dated as of August 23, 2021, by and among AMCP Staffing Holdings, LP, AMCP II Staffing Corp Holdings Holdco, LLC, solely in its capacity as the representative of the seller entities, AMCP Staffing Holdings GP, LLC, ManpowerGroup Global Inc., Longhorn 2021 LP and solely for the purposes of section 10.20 thereof, ManpowerGroup Inc., incorporated by reference to the Company’s Current Report on Form 8-K dated August 24, 2021. |
| 3.1 | Amended and Restated Articles of Incorporation of ManpowerGroup Inc., incorporated by reference to the 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 Current Report on Form 8-K dated August 5, 2022. |
| 4.1 | Fiscal and Paying Agency Agreement between the Company and Citibank, N.A., London Branch as Fiscal Agent, Principal Paying Agent and Registrar and Transfer Agent, dated as of June 22, 2018 (including the form of Note attached thereto as Schedule I), incorporated by reference to the Company’s Current Report on Form 8-K dated June 22, 2018. |
| 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 30, 2022 (including the form of Note attached thereto as Schedule I), incorporated by reference to the Company’s Current Report on Form 8-K dated June 30, 2022. |
| 4.3 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
| 10.1 | Credit Agreement dated as of May 27, 2022 among the Company, a syndicate of lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to the Company’s Current Report on Form 8-K dated May 27, 2022. |
| 10.2 | 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. ** |
| 10.3 | Manpower 1990 Employee Stock Purchase Plan (Amended and Restated effective April 26, 2005), incorporated by reference to the Company’s Proxy Statement for the 2005 Annual Meeting of Shareholders.** |
| 10.6(a) | Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors Under the 2011 Equity Incentive Plan (Amended and Restated January 1, 2024). ** |
| 10.6(b) | ManpowerGroup Inc. Compensation for Non-Employee Directors (Amended and Restated Effective January 1, 2024). ** |
| 10.6(c) | Letter Agreement between Jonas Prising and the Company dated as of February 17, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022. ** |
| 10.6(d) | Letter Agreement between Richard Buchband and the Company as of February 17, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022. ** |
| 10.6(e) | 2011 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective May 8, 2020), incorporated by reference to the Company’s Registration Statement on Form S-8 dated May 29, 2020. ** |
| 10.6(f) | Form of Indemnification Agreement, incorporated by reference to the Company’s Current Report on Form 8-K dated October 31, 2006. |
| 10.7(a) | 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, 2019. ** |
| 10.7(b) | 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. ** |
| 10.7(c) | 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. ** |
| 10.7(d) | Form of 2021 Performance Share Unit Agreement Under the 2011 Equity Incentive Plan of ManpowerGroup Inc., incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021. |
| 10.7(e) | Form of 2022 Performance Share Unit Agreement Under the 2011 Equity Inventive Plan of ManpowerGroup Inc., incorporated by reference to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022. |
| 10.8(a) | Letter Agreement between Michelle S. Nettles and the Company dated as of February 17, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022. ** |
| 10.8(b) | Letter Agreement between John T. McGinnis and the Company dated February 17, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022. ** |
| 10.8(c) | Employee Agreement between John T. McGinnis and the Company dated as of November 17, 2015, incorporated by reference to the Company's Current Report on Form 8-K dated January 28, 2016. ** |
| 10.9 | ManpowerGroup Inc. Annual Incentive Plan, incorporated by reference to the Company's Current Report on Form 8-K dated February 15, 2018. ** |
| 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. |
| 97 | Senior Executive Compensation Recovery Policy ** |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 has been formatted in Inline XBRL (Inline Extensible Business Reporting Language). |
** Management contract or compensatory plan or arrangement.
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